


Brand New Games: Side Quest

by NightstalkerNS



Series: Brand New Games [4]
Category: My Little Pony: Friendship is Magic
Genre: Anal, Anal Sex, Cunnilingus, F/M, Group Sex, Oral, Pegging, Threesome, blowjob
Language: English
Status: Completed
Published: 2018-03-30
Updated: 2018-03-30
Packaged: 2019-04-14 18:41:24
Rating: Explicit
Warnings: Underage
Chapters: 1
Words: 22,181
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/14142159
Author URL: https://archiveofourown.org/users/NightstalkerNS/pseuds/NightstalkerNS
Summary: Pound Cake looks up to Scootaloo. He idolizes her, and sees her as a hero, not to mention she's a Wonderbolt. One can imagine how excited he was when Scootaloo invited him over to play 'the Game' with him. The young colt is so excited he can barely contain himself.What follows is a whole lot more than he expected, but Pound Cake is far from complaining. This might turn out to be the best game yet!!Note: Contains copious amounts of butt stuff.





	Brand New Games: Side Quest

Yet another warm, sunny day in the laid-back city of Ponyville.

It was late spring, but it felt like summer. The weather pegasi never had been able to keep themselves from bringing the sun early year after year. It was one of the reasons Ponyville was considered such an idyllic place. Calm, fun winters and awesome summers.

The warm light of Celestia's sun shone down on the streets below, on all of the ponies running about, and through the windows of every little house in the quaint village. It was thankful that the sunbeams were so warm and pleasant or they would be rather irritating to lazy, lounging pegasi like Scootaloo.

Her house sat on an average street, surrounded by identical-looking houses in each direction. Her flying wings had taken so long to come in fully that she'd grown old enough to buy her own house before she could fly. Sure, she could have gotten a cloud home now that she _could_ fly, but moving was hard.

Why expend the effort to relocate when her house was just fine? Why bother worrying about things instead of just enjoying life?

Why get up and answer the door?

It took at least two whole minutes before the door opened, revealing the orange mare with a look on her face that bordered between welcoming and murderous, all depending on who it was that was bothering her.

"Hi, Miss Scootaloo!!"

The former then. "Oh, hey. It's you, squirt."

Pound Cake sat there on the front porch of her house, gazing up at the fully-grown mare with a huge smile on his face. She looked just as impressive as ever. She stood tall, a few inches higher than the average pegasus. The muscles in her four legs looked strong and powerful from her years of training, yet she still had a touch of feminine grace mixed with a bit of tomboyishness.

Her wings were so cool to look at, even closed at her sides. Who would have thought that the little pegasus he had seen in photographs, with those tiny little wings, would now have an impressive set of feathers that would make even the strongest fliers drool with jealousy. Her messy purple mane and tail only completed the full picture, along with her tri-colour shield cutie mark. Scootaloo was _rad_!

"Hi! Y-yeah, hi. Um, hey…" Pound stammered slightly, feeling just a touch nervous in front of his idol.

"'Sup?"

Pound's own little wings were nearly buzzing with excitement. Aside from his family and Pinkie Pie, Scootaloo was one of the ponies he had known the longest. She had foalsat him from as early as he could remember, up until she got accepted into the Wonderbolts. Even from an early age, Pound had looked up at her with awe, fascinated by the way she could fly and the tricks she could do.

He was so lucky that she considered him a friend.

"I'm not bothering you, am I?" he asked.

Scootaloo shrugged and leaned against the doorframe. "Nappin'," she said, "All the time in the world for that. What's goin' on with you?"

"Can I come over tomorrow and hang out?" he asked, jumping right to the point, "I got the day off school tomorrow and Pumpkin's going over to her friend's all day, and mom and dad said it was cool, so can I?"

Scootaloo snickered at his antics. "Sure, kid. I don't gotta head out until Friday anyway."

"Oh, right! Your big show with Rainbow Dash!"

"You're comin', right?"

"No duh!" he practically squealed, "Not even my parents could resist free tickets to a Wonderbolts show!!"

"Sweet."

"So, I can come over?" Pound asked again.

"Yeah, squirt. I'm free."

"Great! Cool. Awesome." The little colt's wings buzzed excitedly.

Scootaloo gazed down at him in silence for a moment, watching his little antics. Then, she arched an eyebrow and smirked. "Are you wantin' to come over for the reason I think?"

"Umm…" Pound glanced around and avoided eye contact. "Mmmmaybe…"

"So, what you really meant was, you want to _come_ over?" She gave him an expectant grin.

"…I don't get it."

Scootaloo nearly facehooved. "Seriously? We gotta teach you some new words."

Pound blinked, and then his face brightened up a little. "Oh. Ohhh, I get it now!" A rosy blush was added to complete the ensemble. "Heh…S'clever…"

"Heh…" Scootaloo gave him a half-lidded grin, "Well then. Lookin' forward to it."

"Yeah! Um, me too…Y-yeah!" He started grinning with nervous excitement. "So, uh…See you then?"

Again, Scootaloo smirked and cocked an eyebrow. Instead of answering, she turned around and walked back into her house, using her tail to grasp the door handle and pull the door closed.

In doing so, she gave Pound a free view of what was hidden underneath.

"…C-cool…"

Once Pound was able to get over the jitters in his stomach and wipe the stupid excited grin off of his face, he turned tail and flew away towards home. He could barely contain his excitement. He had been hoping and hoping that Scootaloo, the most awesome pony in the whole world, would say yes. Now that she had, Pound couldn't stop from smiling and tingling with anticipation.

He could remember her words like it was yesterday, from that time when he had met up with her before Flurry Heart had visited.

_"Hey, by the way… If you ever wanna play that 'game', I'm down. Just lemme know."_

…

"Bye, dad! I'm going to Scootaloo's now!" Pound called as he waved a hoof.

"Okay, son. You have fun, and don't forget to be home by supper!" Carrot Cake, Pound's father, called back to him.

"Don't worry dad! See ya soon!"

Pound calmly stepped out the door, closed it softly, and then took off like a bullet. He flew as fast as his wings could carry him, running on anticipation and adrenaline. He had been looking forward to this ever since knocking on Scootaloo's door yesterday.

It was time to play the game with her!!

It had been quite a while since Pound had first learned about the game, and he had played it plenty of times. His mom and his sister played it with him all the time, not to mention that awesome visit from Flurry Heart. Still, though, he was always excited to try new things and learn more about this game.

Playing the game was supposed to be a secret except to the players themselves. Scootaloo, however, had somehow picked up on the fact that he was a player when the two had met up on the streets one day. She had said she could smell it on him or something. Pound couldn't remember.

So, when Scootaloo had left behind a verbal invitation to play the game with him sometime, Pound had spent days thinking about it excitedly. On paper, it was nothing new. Just another female partner to play the game with, and the age difference wasn't anything new either.

The exciting thing was that he was going to get to play this with Scootaloo! _The_ Scootaloo! Pound got excited when he just got to hang around with her, but now they were doing _this_!!

Pound flew across town so fast that, when he finally got to Scootlaoo's house, he nearly slammed right through her front door at full speed. One could practically hear the cartoon sound effects as he slammed on the brakes and came to a full stop on her doorstep. Then he looked up at the door, ready to knock.

His hoof didn't move. Nervous excitement was coursing through him. It was as if he had been struck with sudden stage fright. Sure, he had been over to her house before and they had done lots of stuff together like games and going out for ice cream, but this was without a doubt the most exciting thing he would ever get to do with her. With _her_ , the pegasus he idolized the most. The coolest, fastest, most awesomest pegasus in the whole world, Scootaloo!

It had been like two or three minutes. Pound asked himself why he was still just standing there. He knew that he was really excited, so why the hesitation? After a short while, Pound started to get frustrated with himself. He tried with all of his might to force his own hoof to just move up and bang on the door a few times.

"Dude. You zone out, or what?"

Pound literally leapt into the air in fright, ending up hovering a few inches above the doorstep with his forehooves pulled in to his chest. A moment later, he flushed with embarrassment when he realized who it was that had snuck up on him.

"Either that or my door is _really_ interesting," Scootaloo said with a smirk.

"Heh…Um…" Pound murmured as he returned to the ground, "I, uh…I dunno. I got nothin'."

Scootaloo snickered. "C'mon in, squirt," she said, and then walked up the steps and reached past him to push open the door. Pound followed sheepishly a moment later and closed the door behind him.

Her house was just like it had always been. It was perpetually in a state of 'clean enough'. It was messy and disorganized, with random stuff like clothes tossed around haphazardly, but at the same time the floors were clean, the place was dusted, and there was no garbage. More than anything, it spoke to Scootaloo's carefree attitude towards life that Pound had always somewhat admired.

"Park your butt," Scootaloo said as she wandered into the house, "I'll make us some sammiches."

"O-okay, Scootaloo," Pound replied, "Thank you, Scootaloo."

The orange pegasus poked her head back around the corner and gave him a disapproving stare. "Squirt, how many times I gotta tell ya? We're buds now, so you can totally just call me 'Scoots'."

"Heh…" Pound glanced away and blushed a little. "Right. Sorry, Scoots…"

Scootaloo grinned and rolled her eyes. "Doofus…"

Pound made his way over to the couch, picked up a hoodie that had been tossed there and hung it on the hoofrest, and then flapped up and sat down on the somewhat soft cushion. While Scootaloo was in the kitchen, he took a moment to glance around at the living room that he had become somewhat familiar with. There wasn't much in terms of furniture besides the couch he was on, a thing that Scootaloo called a 'beanbag chair', a table and a fireplace. The only thing that decorated the walls were posters of various sports teams, music groups, and a few of the Wonderbolts. The fireplace mantle was where all of Scootaloo's photographs were.

There, Pound saw mostly pictures of Scootaloo and Rainbow Dash when the former was his age. There were a couple of pictures of grown-up Scootaloo, the biggest one being her Wonderbolts inauguration. Besides that were a couple of pictures of Sweetie Belle and Apple Bloom, ponies that Pound didn't know very well.

There were still stairs in the house even though Scootaloo no longer needed them, which Pound was quite thankful for. Upstairs in her bedroom was where Pound knew all of her cool stuff was kept. Awesome board games far beyond what his family owned, and a case full of Wonderbolts trophies and other memorabilia. He wasn't allowed in there.

"Here y'go, squirt."

Pound's ears perked back up when he heard her voice. Scootaloo returned to the room and held a sandwich over to him with her wing. He grabbed it in his hooves, seeing that it was full of hay and daisies. Not exactly his favourite, but he still eagerly bit into it.

Scootaloo flopped down on the beanbag thingy, her own sandwich already in her mouth. The two finished a couple of bites and then she spoke up.

"So," she said before swallowing, "Tell me how much ya know."

Pound tilted his head. "Pardon?"

Scootaloo affixed him with an odd gaze. "I wanna know just what I'm dealin' with here." She smirked. "I know you call it a 'game', so how many 'rules' do ya know? Who've ya done it with?"

The colt blushed upon having the conversation move so quickly over to such a topic. At first he grinned excitedly, but then began to frown. "Uhh…I think I'm not s'posed to tell you…who I play it with."

At first she simply looked at him with an eyebrow raised, but then smirked again. "Smart," she commented, "Okay, fair enough. Just tell me but without sayin' who it was."

Pound fidgeted with his hooves somewhat awkwardly. "Uhh…Whaddaya want me to say…?"

Scootaloo rolled her eyes. "Pretend I've never heard of this 'game'."

"Oh." He then smiled and nodded enthusiastically. "Okay, uh…Yeah, it's a fun game you- we play with penises and butts!"

The older Pegasus immediately snorted loudly and glanced away, snickering madly.

Pound frowned. "What? Wha'd I say?"

Scootaloo waved one of her hooves at him dismissively. "Nothing, nothing…" She snickered again. "Sorry, I just, ah…haven't heard it put so _bluntly_ before. Y'know, most ponies like you would say 'private parts' or somethin'."

"Oh…Should I?"

"Nah, nah. I like your way. It's cool." Holding a hoof up to her muzzle and snickering once more, she added, "I just wasn't expecting that…"

"Uhh…Okay."

"Right, so…the penis-and-butts game. What's your experience?"

Pound glanced away as he thought back to his prior experiences. "Uhh…I played it first with m- with…a mare. She was putting toys in herself and I got to help."

"Ooh, hot~"

Pausing for a moment, Pound glanced around. It was still springtime, so he didn't think it was all that hot out. Shrugging, he continued. "And I tried the double dildo with her…and that's still my favourite."

Scootaloo blinked. "…Wait, really?"

"Huh?"

" _You_ …used the double dildo?"

Pound nodded. "Yeah. Why?"

After a rather lengthy pause, Scootaloo shook her head softly. "Nothing. Continue."

"Um…" Pound scratched the back of his neck. "I dunno. Y'know, the basics! With the- With the…cocks in the butts, and a bit of mouth stuff."

"Oh good, you do know 'cock'. I was afraid I'd have to teach you new words."

"Oh!" Pound perked up. "Right, and I just learned that it works with vaginas too!"

Scootaloo stared at him, then started laughing once more.

Pound frowned. "Are you makin' fun of me or somethin'?"

"No, no, squirt. You're _awesome_ , bro!" She then sighed nostalgically. "I just forget what it was like to be your age, sometimes." Her eyes became half-lidded and she grinned. "Night after night with Rainbow Dash…Mmf…"

Pound just looked at her, slightly puzzled.

"So," she then spoke up, "You like butt stuff, huh?"

"Yeah!" Pound replied, his wings popping up, "I love how it feels with those toys my m- someone gave me. It's awesome!"

Scootaloo nodded, indicating for him to continue.

"Then, I was with m- this one filly, I didn't have my toy with me, so I was like 'Hey, Pound! Duh!! You have your own toy right between your legs, stupid!' I put it in her and we both loved it a lot! We play like that all the time now!"

Scootaloo nodded again, an odd look on her face. Pound gazed at her quizzically for a moment, but then his eyes drifted downwards. Scootaloo had slowly been slouching further and further back in her chair and now was practically splayed out on her back. Her hind legs were wide open, showing off everything that was hidden down there, and one of her hooves had migrated down to the flower nestled between her thighs.

Pound stared, transfixed by the sight of Scootaloo playing with herself. He'd sat and watched his mom do it plenty of times, and had even taught Pumpkin how to do it. Again, though, it was different now because it was _the_ Scootaloo doing it.

And _wow_ , did she ever smell nice.

"I never knew you were so kinky, squirt…"

His eyes snapped back up to hers. "Huh? What's 'kinky'?"

"It means you like things that-" She then stopped herself and glanced off to the side for a moment in thought. "It means you like a wide variety of stuff. Most ponies just like the whole 'penis plus pussy equals whoa' jazz and nothing else."

"Really…?" Pound replied, a little in disbelief. Why would ponies just like that one thing? He'd tried it once with Flurry and it was great, but there were so many other things he liked better. Why that one thing in particular?

"Rainbow Dash taught me all the weird shit, but looks like I don't gotta teach you much."

Pound's ears immediately splayed back upon hearing the bad word and he frowned, suddenly feeling uncomfortable. Pumpkin had said that word once, and Pound had never seen his dad get as angry as at that moment.

"Are you saying I'm weird?"

Scootaloo snorted. "Weird is good. Oh dear Celestia, you're adorable!"

"I…I'm confused."

"And horny," Scootaloo said, waggling her eyebrows.

"Now you're calling me a unicorn. What is going _on_ …?!"

Scootaloo simply responded by pointing a hoof at him; a dripping wet hoof. More specifically, she was pointing downwards, between his legs. Pound glanced down to see that he was fully erect already. "Oh whoa, I wasn't even paying attention."

"Ah, it's been a while since I've seen colt cock," Scootaloo commented, "Ah, summer nights…Rumble and Mashy…"

"Heh…" Pound adjusted the way he was sitting and spread his hind legs apart more. If Scootaloo was showing herself off like that, then he should probably do so too, right? Being aroused like this in front of others was nothing new, but being with Scootaloo made him feel a bit nervous. It was just like the first time he had flown in front of her.

"Niiice…" Scootaloo said, eying his cock, "Been puttin' that thing to good use, huh?"

Pound just lamely nodded.

The mare gave him a half-lidded gaze that made his stomach do little flips. She glanced down at his colthood once more, licked her lips, and gave her pussy a few rather hard rubs. Pound, likewise, was entranced by the way her hoof moved.

Then, suddenly, she leaned forward and stood up. She sauntered her way over to the couch and sat down on the ground in front of him. Pound glanced up at her, his heart pounding like crazy.

"Gimme a taste."

Pound's heart leapt into his throat briefly, but he swallowed it back down and grinned somewhat sheepishly. "O-okay…!"

Pound then leaned back, resting on his front hooves, and spread his hind legs apart further. This was the position he often got in when playing with his mom doing mouth stuff. His cock was standing straight up in the air like a flagpole, stiff as iron and waiting for attention.

Scootaloo seemed impressed by his initiative. She shuffled closer to the couch and leaned her neck forward over the cushion. Pound watched as her muzzle slowly got closer and closer to his waiting colthood, shivering like crazy in anticipation.

Her nose booped against the underside of his cock, and she stuck out her tongue and took a long lick up the length.

Pound made a noise like he'd never made before. The mix of that first feeling of pleasure combined with his excitement and anticipation for playing this with Scootaloo all came together at once.

Scootaloo grinned and chuckled softly. She gave his cock a few more licks. Being much older and larger than he was, her tongue was proportionately larger than when he would play this particular game with Pumpkin. That was something he always looked forward to. Getting licked and sucked by others was always better with bigger girls in his mind.

Pound continued to watch as Scootaloo's orange muzzle moved over his cock. Her purple mane brushed against the sensitive tip as she lowered her head to press her nose up against his balls and give them a little jostle and a few licks. She then didn't waste any more time and brought her head back up to the top. She closed her eyes, opened her mouth, and leaned forward.

The young Pegasus felt a rush of excitement as he watched his cock slip into Scootaloo's inviting mouth. He moaned as it slid past her tongue and into her warm embrace. Scootaloo moved slowly and deliberately as she took his colthood into her mouth, not stopping until her nose pressed against the underside of his belly and he was completely inside.

Another thing Pound liked about being in bigger girls' mouths; he could fit the whole thing in!

"Oh heavens…" Pound murmured.

Scootaloo looked up at him, still with her lips pressed to the base, and waggled her eyebrows at him. He could see her grinning, even with her mouth full like that. When she started moving her tongue around, Pound couldn't help but let little noises escape his mouth. The mare swirled her tongue around, gliding it along the bottom and wrapping it around the top, making sure every single inch of that sensitive piece of flesh was attended to.

"Gnnghhh…!" His whole body stiffened, his wings twitching. Scootaloo was incredible with her tongue! Being in a mare's mouth was nothing new, but Pound had never felt anyone use their tongue like this before.

Scootlaoo's heavenly ministrations seemed to last for aeons, though it was only a couple of seconds. She then withdrew off of his cock completely, leaving a strand of saliva connecting the tip of his member to her tongue.

"Niiice…" Scootaloo commented in a breathy voice.

"Y-yeah…? Y'like it?" Pound murmured.

"First impressions are pretty good. Can't give a full grade until I see everything this 'toy' has to offer. Scoot forward, kiddo."

Pound moved so fast, it was like there was a spring under his hindquarters. He had been leaning back into the couch a little bit, but quickly shifted forward so that his hind legs were hanging off of the edge. This brought his member much closer to Scootaloo, allowing her to sit down comfortably in front of him, right between his legs.

Scootaloo hadn't looked him in the eye once while he was doing this. Her eyes were locked on the prize down below, and it made Pound shiver with excitement. He had never really been concerned about _impressing_ anypony else with his penis. After all, he figured they were all pretty much the same, right? Now, though, with Scootaloo staring at it unashamedly, Pound felt a swell of pride and relief that she seemed to like it. Even her unspoken approval meant the world to him.

The mare didn't waste time on words, immediately leaning in to take him into her mouth again. Just like before, she sunk herself down until the entire thing was inside. Pound could feel himself just barely touching the top of her throat. He knew from experience that if he accidentally went that far with Pumpkin, then his sister would _not_ be happy about it.

Scootaloo didn't seem to mind. He wondered if she even noticed.

Unlike before, Scootaloo kept moving her head and sliding his length in and out of her mouth. She bobbed her head on his cock methodically, not going too fast but not going slow either. Pound watched, transfixed, as the muscles in her neck worked in perfect, practiced fashion so that her head went down on his cock at just the perfect angle. Pound started to realize that Scootaloo must have a _lot_ of experience playing the game. It looked like she was really good at it.

Pound's excitement levels shot through the roof.

It wasn't long at all before the colt was reduced to a moaning, quivering mess. Being inside of a mare's mouth was already awesome, but Scootaloo was taking it to eleven. The way she moved her head, sliding her lips and tongue in such a perfect way along the length of his sensitive cock, was enough to turn his brain to mush. She moved at such a quick pace, making it feel like he was thrusting in and out even though he was perfectly motionless. Scootaloo started to go faster as time went on, but still didn't go _too_ fast. It was enough to quickly bring Pound close to release, but never quite there.

"Mmmm…" Scootaloo moaned softly onto his cock, making him shiver. It was not the first time she had voiced her own satisfaction. Pound was so glad to know she was enjoying herself too. He was still starstruck that this was actually happening, but he didn't want to appear greedy or selfish. He opened his eyes and glanced down at her, seeing that both of her impressive wings were fully erect. Pound still wondered why they did that.

His eyes were drawn to the curves of her body, though he wasn't quite sure why. He had never really noticed it before, but Scootaloo had a nicely-shaped body with eye-catching curves at her flanks. It was like a smooth line drawn by a unicorn artist with exceptional horn-control. She had strong muscles visible in her legs and wings, but it blended so smoothly with the rest of her body that it was hard to notice at a glance.

"Nggh!"

Oh!

Oh, okay. _Now_ Scootaloo was starting to go really fast. Oh dear heavens, this was what she had been building up to. Pound couldn't help but buck his hips a few times to meet her lips, his mind going blank from the sheer electrical sensations he felt between his hind legs. Everything started feeling tingly and numb. This was always the best part!

He was panting heavily, sounding like a dog at this point, and staring off blankly into space with his tongue hanging out. As he felt pressure starting to build up, he shook his head and refocused his gaze on the mare that was giving him these amazing sensations. He watched her for a short while, bobbing up and down on his cock. The sight of it sliding so fluidly into her muzzle was mesmerizing to watch.

His gaze trailed downwards again, and he only just noticed that she was also rubbing herself between her legs with her forehoof.

Ah, and _there_ was the smell. That wonderful smell.

"Scootaloo…" he spoke up, barely above a breathy whisper, "I'm…g-"

The mare shot him a stern gaze, one eyebrow raised.

"I-I mean…Scoots…I'm gonna…I'm g-gonna…"

Scootaloo paused for a brief second, giving him an inquiring look. It was as if she were asking 'What? What are you gonna do?' She then immediately got back to work, almost doubling her pace. Her mane whipped through the air like a blur.

Pound only had a precious few seconds to answer. "I'm gonna _cum!!_ "

Not even a full second after those words left his mouth, he felt himself erupt. His hips bucked forward, pushing his cock as far into Scootaloo's mouth as it would go, and a loud moan escaped his throat. His cock throbbed and twitched like crazy, emptying a sizeable amount of cum into Scootlaoo's mouth and throat. The mare didn't even flinch, holding herself at the hilt like this the entire time.

Pound shivered as his climax passed, and his cock spurted a few more drops onto the back of Scootaloo's tongue. A moment later, he collapsed back onto the couch with a satisfied sigh.

Scootaloo then swallowed. She swallowed while Pound's cock was still in her mouth, and the sensation sent a jolt up his spine. He had to stifle a yelp, having been caught completely off-guard. His mind was static for a moment, thanks to that extra stimulation on his sensitive member, but then he processed the fact that Scootaloo had just swallowed every drop of cum he had given her.

Again, that was nothing new. Why did it make him feel so giddy inside?

"Mmmm…" Scootaloo murmured as she withdrew from his dribbling cock, licking her lips. She sat up straight and gave Pound a grin with half-lidded eyes. There wasn't a single speck of his cum visible anywhere. It had _all_ gone right down her gullet.

"Buh…" he replied nonsensically.

"Tastes pretty good, dude. Thanks for the snack."

"Yuh welcome…"

"Ya liked that, huh?"

"Yeaaaahh…"

"Yeah, dude…" Scootaloo shuffled forward and rested her head on the couch cushion while remaining sitting on the ground. "I haven't been with a colt in a long while. I forgot how much fun it is to be your age. Mnnnn, if only I could go back in time…"

Pound lifted his head, which was a bit of struggle. "You do?" he asked, "But…I thought you couldn't fly when you were my age."

Scootaloo shrugged. "Yeah, and that sucked, but it wasn't all bad. I had some really fun memories and some, well…" She winked. "… _fun_ memories."

"Yeah?"

"Mhm…" Scootaloo murmured, lazily gazing up at him. A moment of contented silence passed, and then Scootaloo sat up straight again. "So, how often d'you play?"

"Huh? Oh, I dunno, just whenever I get the chance. At least once a week, I guess."

"Oh damn… How many other ponies you play with?"

"Three."

"I'm number four, huh? I think that's a lucky number in some country or somethin'…" Scootaloo then stood up, and motioned with her hoof for Pound to move over to the side of the couch. He did so, and she climbed up on the other side. Pound watched her as she rolled over and ended up laying on her back with her head resting comfortably on the hoofrest. Like before, she had her hind legs wide open.

"My turn," she spoke up.

"Huh?"

"Or…" Her face screwed up in confusion for a moment. "Is it _your_ turn to…Er…" She then shook her head. "Ah, whatever. Just get your ass over here and show me what that tongue can do."

Pound looked at her for a moment, and then his gaze slowly drifted down until he was staring at her pussy. Her _soaked_ pussy. Now that it was this close to him, the tantalizing scent was nearly overpowering. His heart started to beat faster, excitement rushing through him from just how inviting it looked to him. Pound had grown to love the taste of pussy juice immensely, but never before had he drooled this much in anticipation of the taste.

"What?" Scootaloo spoke up, "You _do_ know how to eat a girl out, don'tcha?"

His eyes snapped back up to her face. "Huh? Eat…?"

Scootaloo gave him a flat look. "Your tongue. My cunt. _Make the connection._ "

Now Pound tilted his head. "Your _what_?"

"'Pussy', then!" Scootaloo half-exclaimed.

"Oh! Oh, yeah sure. It's just usually my s- Uh, usually the girl is on top of me when I do that."

Scootaloo paused for a moment, then gave him a half-lidded grin. "Ooh, you really are a subby, aren'tcha?"

"A wh-?"

"Well, I like it better like this, so c'mon. Get to work. You owe me one before we move onto the _real_ stuff!"

Pound was still a little confused by the language Scootaloo was using, but then he shook his head and scolded himself. There was _pussy_ right there for him to taste! What in the world was he waiting for? With an eager grin, he crawled forward on the couch and got into position between Scootaloo's hind legs.

The intrepid colt took a moment to inhale her scent. It was amazingly potent and made his head feel heavy. It gave him the strange desire to want to shove his muzzle right in and take deep breaths until he suffocated. He couldn't help but breathe deeply through his nose a few more times. Scootaloo smelled _awesome_!

"C'mon!" Scootaloo snapped, shaking Pound out of his reverie.

"Sorry," he apologized, "You, uh…smell good."

Pound then leaned his head in close, getting another strong whiff of the mare's scent, and stuck out his tongue. A bolt of nervous energy lanced through him as his tongue made contact with her lips, and he dragged it slowly from the bottom all the way up to the little nub at the top. Pumpkin had commented to him once that it felt better if he didn't just dive in right away, so he gave Scootaloo a few more licks to the outer edges of her pussy.

"Hey," Scootaloo piped up, "I don't care about that foreplay shit. I want you to dig that tongue in as deep as you can, dude!"

Pound's ears perked up, and then immediately splayed back. Why did Scootaloo keep using naughty words like that? If his mom knew that he was even _hearing_ words like those, he'd be in trouble! Didn't Scootaloo know that you weren't supposed to say stuff like that?

His distress was forgotten a few moments later as his mind refocused. Scootaloo had asked him to get deep inside of her with his tongue. Deep, where all the best flavours were. Pound could _feel_ his wings snap up stiffly on his back, and a grin slipped its way onto his face.

"You got it!" he said, trying to sound confident around his idol. He then leaned his face in even closer, until the tip of his muzzle was lightly pressing up against her folds. Some of her juices leaked out and soaked into the fur around his mouth and nose. Her scent was so strong up close that he almost couldn't think straight.

He pressed himself _even closer_ , managing to part her lips a little with his muzzle. Then, once he was ready, he opened his mouth and stuck his tongue straight down into Scootaloo's pussy. He felt her soft, slick walls parting around his tongue like they were welcoming him in. He pushed his tongue as deep into the mare's tunnel as he could reach, and when he finally went as deep as he could go he heard Scootaloo let out a sigh of satisfaction.

"Good boy…"

Pound's taste buds were immediately overwhelmed with Scootaloo's rich flavour. She was pretty wet inside, just like Pumpkin was whenever she was excited about the game. Pound grinned and moaned to himself softly, and then started moving his tongue around inside of her. He didn't pull it back out yet, but rather pressed and prodded against her walls in as many ways as he could.

Scootaloo started to squirm slightly under his ministrations. "Mmmf…"

Finally he brought his tongue back up, gathering as much of her juices into his mouth as he could. He happily swallowed them, and then sunk his tongue back in. He was determined to touch and taste every square inch of his idol's pussy that he could reach.

The older pegasus' moans and cries slowly grew more intense with every stroke of his tongue inside of her. She never really raised her volume much above a conversational level, but the intensity behind her voice grew deeper and stronger. It sort of sounded like she _wanted_ to moan loudly, but was holding herself back.

Pound glanced up, his muzzle completely soaked with juices. He saw that Scootaloo wasn't looking at him, but the expression on her face was euphoric nonetheless. Her eyes were closed, she was leaning her head back on the hoofrest, and her tongue was hanging out of her open, panting mouth. She looked to be enjoying herself, definitely.

The intrepid colt tried to push his tongue in deeper, but it simply wouldn't reach any farther. So, he settled on just moving his tongue around faster, and he started to push it in and out as if it were a dildo. Heavens, she was so delicious. Pound felt like he could live off of nothing but this tasty snack.

"Ooooh, Celestia above…" Scootlaoo moaned, "This is so damn hot!"

Pound briefly extracted himself from her depths to give her an odd look. "If you're too hot, I don't mind if you open a window."

Scootaloo snickered loudly, but didn't open her eyes or lift her head. "Get back down there, squirt."

Pound yelped softly as Scootaloo flicked her tail up, letting the tip of it brush against his private area. He was already starting to grow hard again, and would definitely be ready for round two by the time he was done here. With a shrug, he sunk his muzzle back in.

For a few more minutes, Pound enjoyed probing Scootaloo's depths with his tongue. He was definitely finding merits to this position, as opposed to having the female sit on his face. He felt like he could get his tongue in deeper this way. Either way, he was having the time of his life. It was just an amazing experience to him to have the pegasus he had idolized for most of his life here with him, her body spread open wide and inviting him to explore it. Scootaloo was the kind of mare that didn't really enjoy hugs, even though Pound wished that weren't the case, so this really felt like a treat to him.

A special treat, just for him!

"Ooooh, fuck…" Scootaloo moaned softly, "Fuckin' shit, dude…I'm gettin' close. You're doin' great, just keep at it…"

Again with the naughty words, but Pound gave it a pass. He knew that his brain started to get a little fuzzy when he was close to cumming, so he figured for Scootaloo the words probably just slipped out this time. He focused instead on his goal. Scootaloo was about to cum, and he was going to make sure she got there.

The colt started to focus less on licking and more on thrusting with his tongue, and also tried to focus some attention on the nub at the top. Pumpkin always made noises that she called 'embarrassing' whenever he played with that. This wasn't the case with Scootaloo, though Pound did feel her muscles tense up as he swirled his tongue around it.

"Ah…" Scootaloo panted, "D-damn…Yeah, I definitely got no problem believing you aren't a virgin…"

Pound didn't know what that meant, but he didn't care. Scootaloo was starting to quiver, especially in her hind legs. It was the telltale sign of an approaching climax. With a determined grin, Pound placed his hooves on her thighs for support and sunk his tongue down _hard_ into her depths. He pressed in and out a couple of times, listening as Scootaloo actually started to moan loudly, and then when her cries reached a peak he withdrew and pressed hard against her clit.

"Fuck!!" Scootaloo exclaimed, and a second later she came. A big splash of juices squirted out and blasted him right in the chin. He playfully cried out in surprise, and then leaned in with an open mouth to catch the rest of her nectar. So much came out that he almost got a whole mouthful within a few seconds, and he greedily swallowed it all down. He moaned in pleasure as he felt her slick, delicious juices gliding down his throat. Heavens, it tasted so much better than anything in the whole world ever.

Pound reclined back once Scootaloo's climax was over, his cock standing up into the air as hard as diamonds.

"Haaahhh…" Scootaloo sighed, "Damn, that was pretty good. You made me squirt, squirt!"

The colt couldn't help but snicker. "That's dumb," he commented.

"Aw, shaddup. I'm tryin'-a give you a compliment. That was really hot… You colts are always such go-getters. You always try so hard, unlike literally every lazy stallion ever."

"I just wanted you to feel good."

"D'aw…You're sweet, kiddo." Scootaloo then leaned forward to tussle his mane.

"Heh heh…" Pound giggled, "That was awesome, Scoots! You taste great!"

"Yeah?" Scootaloo replied as she tried to sit herself up straight on the couch, "Ponies usually say I taste too strong…"

Pound shook his head. "No way, I loved it!"

Eventually, Scootaloo managed to reach a comfortable enough position. She was still leaning back lazily, her hind legs wide open and displaying her messy pussy to the world. It was a position not unlike the one Pound was currently in, with his cock standing up straight and silently begging for attention. It felt so awesome to be like this next to Scootaloo, with the two of them being so open and relaxed.

"You said you've been with fillies _and_ mares?" Scootlaoo questioned.

"Ah, yeah. Two fillies, one mare, so far…plus you."

"Aw…" Scootaloo bemoaned, but retained her smile, "I wanted to be your first mare."

"Y-yeah?"

"Ah well, whatever… I just remember how excited I was when Dash first started playin' with me. She was _my_ first mare, and I always remembered that night…"

Pound gazed up at Scootaloo curiously. "So you and Rainbow Dash used to play this game a lot when you were my age? Right?"

"Haha!" Scootlaoo laughed in response, "We never stopped! Wasn't quite as 'naughty' once I grew up, and now we're both Wonderbolts so we don't have as much time, but we still get down whenever we get the chance. We have other ways to be naughty now, anyway." She glanced down at him. "Case in point."

"That's still kinda a new thing for me," Pound commented, "Y'know…two girls playing together. I only saw it once."

"Oooh, Poundy, there's nothin' better. Guys get tired after a while, but girls can keep goin' _alllll_ night…"

Pound blushed as he noticed that Scootaloo's eyes were locked onto his colthood while they talked. He felt so exposed sitting like this, but found he loved the feeling. "You, um…" he murmured softly, "You think she'd…like…to play with me some time…?"

"Who, Dash?" Scootaloo replied, "Ha! Dash is gonna be pissed she wasn't here for _this_! Oh trust me, she would _love_ to get a piece of your ass, buddy!" Before Pound could reply to that, Scootaloo shifted on the couch and leaned in closer to him. "Speaking of 'ass'…"

"Ass…?" Pound murmured. He was familiar with the word, but couldn't remember ever having said it out loud before. It felt weird on his tongue.

"You said you like ass stuff?"

Pound blinked. "Ah? Oh, yeah! Yeah, it's my favourite part! I love both ways with the butts and stuff! Dildos in mine, or mine in theirs! Haha…" His laugh trailed off somewhat awkwardly.

"So you're a butt-slut _and_ an ass-hound!"

"…Huh?"

Scootaloo was giving him a weird smile, her eyes half lidded. It was almost a predatory sort of look, like one might expect to see on a dragon before one is gobbled whole. It made him feel strangely nervous.

"That's kinky…" Scootaloo purred.

"Heh, c-cool!"

Scootaloo simply sat there for a moment, fixing Pound with that oddly titillating gaze. It made his wings quiver and, for some reason, his cock throb. Was it _actually_ starting to get hot in here? Maybe Scootaloo was right.

"All right, squirt," Scootaloo finally spoke up, "Ready for the next 'game'?"

Pound nodded about as quickly as a bobble-head. "Uh huh! Uh huh!"

"Cool. You know where my room is, right? Fly on up and grab the box that's at the foot of my bed. Careful, it might be heavy."

"Y-your room?" Pound asked, feeling slightly nervous. Scootlaoo never let him go into her room. The most he'd done before was to stand at her doorway and look in while she retrieved something.

"Yeah, dude. Don't worry, I'm not goin' anywhere…"

Pound wrung his hooves and glanced over his shoulder. "You sure it's okay for me to go in your room?"

"You wanna know a secret?"

His ears perked up, and he turned his gaze back towards her. "Huh? Secret?"

Scootaloo smirked and arched an eyebrow. "The only ponies I let in my room…are ones who get to play the 'game' with me."

Pound stood there, blinking once. "Oh!" Then, the connection became clear in his mind, and he thought back to one of the reasons why he initially wasn't supposed to go in his parents' room. "Ohh!!"

He then nodded excitedly at Scootaloo, and immediately took to the air. He zipped over to the stairs, climbed them by hoof since he wasn't very good yet when it came to gaining altitude in the air, and then flew over to Scootaloo's room. An excited tremor gripped his heart as he stepped hoof into what felt like hallowed grounds. Here it was, Scootaloo's room. And he was in it!

Of course, it didn't look much different from any other bedroom. There was a bed, a dresser, a shelf, a closet, and far too many discarded clothing items to count. The shelf was by far the most interesting thing in the room, but that was just because of the cool stuff sitting on it. Pound saw at least four board games that he wished so badly that he owned.

It didn't matter though. Pound was still excited to be in _Scootaloo's room!!_

He eventually managed to snap out of his reverie and continue with the task he'd been given. He found the box easily enough. He had to pick it up with his forehooves and walk awkwardly on his hind hooves to move it, but he managed. It was a tad heavy, like Scootaloo had warned him about, but it wasn't too bad.

The fact that he still had a full erection only hampered him slightly.

Pound got the box to the top of the stairs, and put it down there. He knew that he wouldn't be able to get it down the stairs safely _and_ without damaging whatever was inside. Frowning, he sat down for a moment and tried to figure out what to do about this situation. It seemed as though, unfortunately, he was going to have to ask Scootaloo for help. He loathed to do this, though, since this was something Scootaloo had asked him to do.

A few seconds later, Scootaloo's voice floated up to him from the living room. "Oh! Right, the stairs… Crap…" A moment of silence passed, followed by an overly-dramatic sigh. "Fiiiiine, I'll get up. Stupid laws of physics…"

He wasn't quite sure what she meant by that, but smiled a moment later when Scootaloo casually flew through the hallway and reached the bottom of the stairs. She had a look on her face that seemed like she was frustrated with something, but her smile showed that she wasn't letting it get to her.

"Sorry, squirt," she apologized, "I was just bein' lazy. Forgot you wouldn't be able to fly with that thing." She then flew up the stairs and landed next to him.

"Ah, yeah…" Pound murmured, feeling a touch inadequate, "I didn't want to try it, in case I broke something."

"No big," Scootaloo said with a shrug, "We'll just have to move this party to my room. C'mon."

Scootaloo picked up the box as she passed by without even stopping, and zipped into her room. Pound got up and excitedly followed her, his erection bouncing under him as he galloped.

As he turned the corner and entered Scootaloo's room, Pound nearly stumbled and fell flat on his face. He was greeted by the sight of Scootaloo lying on her back on the bed, her impressive wings spread out underneath her and her hind legs spread open wide. Her forehooves were reaching down to her flanks, placed on either side of her puckered tailhole. She was lifting her ass up off the bed slightly, ensuring that the tight hole above her tail was what Pound got the best, uninterrupted view of.

"Whoa…!" he breathed.

"C'mon over, buddy," Scootaloo said invitingly, "Dash is more into ass stuff than I am, but I don't mind lettin' ya play with my backdoor, dude. I haven't had it there in a while, actually. Kinda cravin' it, to be honest."

Pound couldn't quite move. He was frozen in the doorway. "Y…Yeah…?" he whispered incredulously, "You wanna…You wanna, with me…?" Neither his wings nor his cock could have possibly been any stiffer.

"I don't see anypony else, bud. C'mon, I wanna see the look on your face when you nut in mah butt…"

Slowly, a _very_ excited grin spread across Pound's muzzle. Doing mouth stuff with Scootaloo had been awesome, but going into her butt? Pound hadn't realized it until now, but that was his ultimate dream in life. Scootaloo, the greatest pony that ever lived _ever_ , and he would get to put his cock into her butt…? Pound had never felt excitement like this before. It felt like his heart was going to burst.

When he was finally able to snap out of his stupor, Pound practically zipped through the air like a hummingbird and was sitting on the bed in seconds. He stared eagerly, hungrily, at Scootaloo's tailhole. He had seen it before in passing, like anypony else's tailhole, and had even gotten an up-close look when he'd been licking her before, but now he found it was the most amazing, enticing thing ever. Excitement coursed through him as if he had eaten three pounds of sugar, and his cock throbbed like crazy in anticipation. He already knew this was going to be better than _any_ of the games he had played before this point.

"Open the box, dude…"

Pound blinked, shaking his head a little. "Wha…?" he murmured, still a little disoriented after crash-landing back on earth from his stay up in heaven. He glanced up at Scootaloo and found she was smirking at him.

"The box. The one I sent you up here for in the first place. That's where I keep all the 'essentials', and you're gonna need something in there."

He blinked once more, then turned and glanced at the box that was sitting on the bed next to Scootaloo. Oh yeah. That thing.

Pound leaned over, fighting the desire to just grab a hold of Scootaloo and jam it inside of her right this second, and opened the box. His eyes shot open wide as he found all sorts of toys and other things related to the game. At first glance he saw dildos, plugs and those restraint things.

"Should still be a bottle in there, I think…" Scootaloo spoke up.

"A bottle…?" Pound murmured, and then realized what she meant. "Ah! A bottle, yeah! Here's one!" He leaned in and picked up the bottle of lube with his mouth.

"Perfect…" Scootaloo replied breathily.

The excited young colt wasted no time in opening the bottle and squeezing out some of its contents onto his cock. He ended up making a bit of a mess, but he didn't really care and Scootaloo didn't protest. Before long, his colthood was all lubed up and ready for action. He quivered at the slightly cold feeling of the slimy substance, but his cock could not have been any harder.

"Oh gosh, oh gosh…" he whispered as he awkwardly manoeuvred himself over to Scootaloo and positioned himself in between her hind legs. He felt like he was going to throw up, he was so excited.

"Calm down, squirt," Scootaloo spoke up with a smirk, "Remember to breathe."

"Breathe…right…S'importn't…"

Pound flapped his wings to give himself a bit of lift as he mounted the mare, bringing his forehooves to rest on her stomach. When he shifted his hips forward a little, he let out a quivering 'oooh…' as the tip of his cock poked her tailhole.

"Heh…Nice aim, squirt. Y'didn't even havta look…"

Scootaloo wasn't exactly a large mare, but Pound still only came up to about her barrel in this position. He had to crane his neck up slightly to look at her, but was rewarded with a smile that sent shivers down his spine. Any question of whether or not Scootaloo actually wanted to play like this were cast away.

He then glanced down underneath his own barrel, looking at the way his cock pointed directly at her waiting tailhole. From this angle he saw the mound that was her leaking pussy, nestled snugly between those powerful trained thighs, but he couldn't actually see what he was aiming for. That's why it was thankful he had already found it, and could feel that tight ring twitching against the sensitive tip of his member.

"R-ready…?" Pound said breathlessly.

"Go for it, dude."

Pound didn't need to be told twice. He lifted his head, gripped onto Scootaloo's midsection tightly, and started to push his hips forward. He met resistance only briefly, and then like a hoof into a sock his cock slipped right inside.

The poor young colt practically melted into a pile of jelly. His tongue lolled out of his mouth, an extremely satisfied combination of a groan and sigh escaped his throat, and his vision nearly whited out. The awesome, amazing feeling of Scootaloo's insides combined with the idea of what he was doing and who he was doing it with, was nearly too much for Pound's little mind.

And he had just barely started!

Somehow, Pound mustered up the focus to push himself the rest of the way in. Both ponies moaned softly as his cock slipped past that tight ring of muscle, and then Pound let out a sigh when he hilted himself within. He felt his balls resting comfortably against Scootaloo's dock, feeling in every way like a pair of puzzle pieces fitting perfectly together.

Scootaloo felt awesome inside. Nothing could ever quite compare to how tight his sister was in her tailhole, but the feeling inside of his idol was still amazing. It was so warm and inviting. He loved the way her walls clenched and squeezed against his member. With a sigh, Pound was reminded yet again of why playing with girls in their butts was his favourite way to play the game, bar none.

"Ahhh…" Scootaloo sighed, "You're the perfect size for me, squirt…"

"Yeah…?"

"Yeah. Feel free to go nuts, kiddo. I can handle anything ya give me!"

Pound grinned excitedly. He adjusted his position slightly, placing his forehooves squarely on her chest for balance. He slowly pulled his hips back, feeling his stiff cock slide out of her warm insides. He kept pulling back until it was only the tip that was left inside of her ass.

Then, a second later, he _slammed_ himself inside of her right back up to the hilt. Both ponies cried out loudly, a mix of surprise and pleasure. Pound hadn't meant to go quite that fast, but he simply couldn't control himself. Before he even knew what he was doing, he was already pulling back for another thrust.

"Ah!! Ooh, yeah…" Scootaloo moaned as he sunk himself inside of her again, "Yeah, that's it…"

Pound mewled, already getting into a steady rhythm of heavy thrusts. Scootaloo wasn't telling him to stop, or even to slow down, so his brain was telling him to _go_! He shivered and moaned every time he felt his cock slide inside of her tight hole, reaching depths he had never dreamed he'd ever reach.

He had to adjust his position again, this time bringing down his forehooves to hold onto her thighs. His thrusts never stopped while he did this. Pound had his eyes shut, focusing on the incredible feeling in his cock. He was gripping her body really close as he humped her, though, so he could feel quite a bit of wetness where the fur on his chest pressed against her pussy.

"Aaaah…!" Pound moaned, his hips a blur, "Aah, I love butts!! Butts are awesome!!"

"Haha!" Scootaloo laughed, "Yeah, they're pretty rad!"

Pound then opened his eyes and craned his neck to look up at Scootaloo. She had one eye clenched shut, but was looking at him with the other and grinning. Her body shifted every time his hips met hers, and she let out continuous soft grunts of pleasure.

The young colt's wings were like two pieces of metal jutting out of his back. He couldn't remember a time they had ever been this stiff, and they felt awesome. It was like the good feeling he experienced during a good stretch, except it wasn't going away. Of course, this didn't compare to the mind-blowing sensations in his crotch and along his cock. Every time he slammed himself deep into those warm depths, it felt like he was hit with a little mini-climax. Scootaloo's ass was the best ass ever, no question. Pound _knew_ he was a privileged colt to be able to be inside of it.

"Hoo boy, Poundy…" Scootaloo purred, "You're really goin' to town down there. Ya havin' fun?"

"Ohmygosh, yessss!!" Pound moaned, "It feels _soooo_ good!"

"I forgot how hot this is…getting railed by a colt…Just as good as when I was your age!"

"Your butt…Y-your tailhole is so good…" Pound whimpered, "D-does…Are you feeling good, S-Scoots…?"

"Pretty good, bud. Like I said, you're the perfect size. You're not too big for it to be painful, so it just feels nice and smooth…"

Pound grinned in excitement, happy to hear that she was having fun playing this game too. He continued thrusting hard into her for a couple of minutes. The room was filled with the loud, wet sound of his cock sinking inside of her repeatedly and his balls slapping loudly against her dock. His chest was starting to get really wet, compliments of her leaking pussy, but Pound didn't mind at all. The scent was intoxicating.

He forced himself to slow down a little bit. His climax was appearing on the horizon, and he didn't want to stop playing with Scootaloo's butt yet. After one particularly hard thrust, he held himself there at the deepest point for a moment. He moaned and shivered, feeling his cock twitching against her anal walls. The feeling was indescribable, and only continued to grow as he started to pull back out.

"Ahh…" Scootaloo moaned, "Aaaaah, _fuck_ yeah!"

Pound's ears flattened against his head like he'd just heard a thunderclap at point blank.

"Fuckin' shit, dude…That's fuckin' nice…" Scootaloo continued mumbling.

"Uhhh…" Pound spoke up nervously, "Scootaloo?"

She lifted her head, and looked as if she only just noticed that he'd stopped thrusting. "What?"

"Why…Why're you saying so many bad words?"

Scootaloo blinked once, and then replied in a deadpan. "Say what?"

"You aren't s'posed to say words like that. They're bad…" Pound, though he was still buried inside of her halfway to the hilt, fiddled with his hooves and looked off to the side. He was uncomfortable even discussing the topic. He knew from experience that even just listening to somepony else saying those words was enough to get him in trouble with his parents.

Scootaloo remained silent for a moment, and then suddenly burst out laughing. Her reaction made Pound frown, while also puzzling him. What was so funny?

"Dude…!" she said, "Are you fuckin' serious?"

"S-Scootaloo…!" he whispered harshly, hearing her use the word again.

"You're balls deep in my ass, after shoving your muzzle right up my pussy, and have played with double dildos before…and you're still hung up on 'bad words'??"

Pound tilted his head. "Wha…? I…I don't understand."

"Pound, bro…" she said, shaking her head, "When you're doin' somethin' like this, who in Tartarus cares what kinda shit you say?"

The young pegasus winced slightly, but then gave her an intrigued look. "…Really?"

Scootaloo blew a raspberry and then said, "What am I, your mom?"

"No…"

"I'm gonna say whatever the fuck I want, and you're gonna say whatever the fuck you want too. I don't give a shit, dude. Your mom's not here, so who cares?"

Pound frowned again and gave it some thought. "I, um…I guess not…" he murmured. Pound was never one for breaking rules, even if he knew he could get away with it. He liked being a 'good boy' in the eyes of his parents. Even if Scootaloo said it was okay, Pound wasn't sure if he could go through with it. It would be uncomfortable for him, even if his mom _never_ found out.

"Dude, c'mon!" Scootaloo interrupted his thoughts, "Your mom's rules don't apply anymore! I mean, really, would your mom be lettin' you do _this_ to her fuckin' ass?"

Utter silence filled the room for a moment. Pound just looked at Scootaloo, his expression neutral. "Uhhh…" he muttered, not quite sure how to respond.

Scootaloo's expression slowly morphed from smug, to confused, and then to shocked and finally to disbelief. "Wait…Are you sayi-"

Before either of them could say another word, they were both startled by the sound of Scootaloo's front door being roughly slammed open. A loud voice shouted out, easily heard from its origin downstairs in the living room.

"Yo, Scoots!!"

Pound's eyes grew wide. He knew that voice anywhere. _Any_ pony would know that voice anywhere.

" _What_ , Dash?!" Scootaloo shouted back, sounding slightly irritated.

There was the sound of somepony walking into the living room. "I'm horny!" she shouted, "Come and deal with it!"

After a moment of silence, Scootaloo snickered loudly. "Not a good time, Dash!" she called back.

"Why the fuck not??"

"I'm busy!"

Pound was frozen in place, half buried in Scootaloo's tailhole, unsure of what to do with himself. If Dash came upstairs, she was going to see what they were doing. Would that be against the rules? To his dismay, Pound realized that his understanding of what the rules were was starting to slip. Hopefully Scootaloo would know what to do, so he put his trust into her.

And what did Dash mean by that remark anyway? 'Horny'? Was she pretending to be a unicorn or something?

"I don't care!" Dash replied, still shouting from downstairs in the living room, "You're gonna get down here and _get_ busy, if ya know what I mean!"

Pound saw Scootaloo roll her eyes and smirk. "Ah, she gets what she wants, that mare…" Scootaloo remarked to him.

"Do we have to, uh…keep her from seeing us?" Pound asked.

Before Scootaloo could answer, Dash shouted again. "Horny Rainbow Dash is not getting any less horny!"

"Gee whiz!" Scootaloo shouted, "Tell the whole neighbourhood, why don'tcha?"

"Who the fuck cares? Get that sexy tail down here, already!"

"I said I'm busy!"

"Busy with _what_?!!" Dash's voice sounded like it was coming from the bottom of the stairs now.

Scootaloo sighed and shook her head before shouting, "Busy with somepony's _penis!!_ "

Complete silence filled the entire house. Pound just sat there and listened, waiting with bated breath for what would happen next. Was Rainbow Dash going to leave them alone? Pound's heart sunk at the thought. While definitely not as totally cool as Scootaloo was, Rainbow Dash was still a famous Wonderbolt and an awesome pony, and Pound liked to hang out with her.

When he thought of the flipside, he felt his wings twitch.

What followed a few seconds later was the sound of somepony _angrily_ stomping up the stairs. "You little _bitch_!" Dash shouted as she ascended, "You _knew_ I was in town and you didn't invite me to come and fuck??"

Pound suddenly became fearful of the rage in the older pegasus' tone. Scootaloo saw this and shot him a reassuring look. "Don't worry about her," she said comfortingly, "Just let me handle this."

The door to Scootaloo's room slammed open. Pound whipped his head around, unable to turn his body since he was still inside of Scootaloo, and looked back to see Rainbow Dash standing in the doorway. The older mare looked somewhat frazzled, her mane and coat a mess. It looked like she had been sweating. Pound knew that Rainbow Dash was a bit younger than his mom and dad were, but by looking at her one wouldn't guess she was any older than Scootaloo. She carried her age well.

Dash started by glaring at Scootaloo almost venomously, which morphed into an intrigued look when she saw what position the orange mare was in. Dash then shifted her gaze to Pound, who meekly waved at her, and the pegasus' eyes went wide. The anger drained from her face in a second, being replaced entirely with surprise.

"Whoa…!" Dash muttered softly.

"Toldja I was busy," Scootaloo said with a playful sneer.

Pound looked back and forth between the two mares as a few moments of silence passed. He really wasn't sure what was going on, and it was getting pretty difficult to suppress the urge to start humping Scootaloo's tailhole again.

Finally, a grin slipped its way onto Dash's muzzle and she took a few steps into the room. "Well, _damn_!" she said, "Look at you. Look at you, you naughty, _naughty_ girl…" She wore a half-lidded expression complete with a suave sort of grin. As she stepped into the room, she walked right past Pound without even acknowledging him and went to go stand next to Scootaloo at the head of the bed.

"Dirty little girl," Dash continued to speak, "Corrupting our youth with your sick perversions." She lowered her head down closer to Scootaloo's and her grin grew larger. "What is _wrong_ with you?"

Scootaloo smirked right back. "Ask yourself," she replied, "You taught me _every_ thing I know."

"Hey! Don't try to weasel your way out of this, you filthy little sicko. Look at what you're doing to this poor, young pony. What're you doing to his innocent little mind?"

"Uh…duh? Giving him the time of his life?"

Dash snickered softly. "Dirty little Scoots, getting _rammed_ up the ass by a sexy little colt. Fuckin' damn, you're sick in the head."

"Thanks, Dash. I learned from the best."

Pound had been watching this scene unfold with utter confusion in his brain. He didn't know what they were talking about, but he picked up a few of their words. It sounded like Dash was implying Scootaloo had done something bad to him, but she was _smiling_ while saying it.

He was about to ask them what was happening, but then Dash leaned in and pressed her lips right up against Scootaloo's. Pound's eyes widened as he watched the two mares share a kiss. They both closed their eyes and moaned softly as they explored each other's mouths, while Dash raised a hoof to gently caress Scootaloo's cheek. When they separated, there was a thick line of saliva connecting their two tongues.

His wings twitched. His cock throbbed.

Finally, the two mares turned to regard him. Dash didn't look confrontational at all, and was wearing the same sort of expression that Scootaloo had. At some point, the older pegasus' wings had sprung up and were now standing up stiff and proud on her back.

"Heya, bud," Dash greeted him in a slow, breathy voice. Her eyes briefly darted down between his legs, and then she asked, "Havin' fun there? How d'ya like her ass?"

Pound blinked, and hesitated a bit before replying. "Uh…G-good! Yeah, it's great!" The colt wasn't quite sure what to feel. Rainbow Dash was a celebrity, but she was also from Ponyville and spent a lot of time as a local even though she didn't live there anymore. The two of them had talked and even hung out a few times alongside Scootaloo, but Pound had never really done much more than that with the mare. The most he knew Rainbow Dash from was her Wonderbolts performances, yet he didn't quite feel starstruck because he _did_ know her as a local pony as well.

"Nice job gettin' her to take it up the ass. She's fussy about that," Dash replied, earning a punch in the forelimb from Scootaloo.

"Shut it, Dash. Pound here likes butt stuff, so I decided to indulge him."

"Oh, is that so?" Dash said, giving Pound a saucy, intrigued look.

"Dash, you have _no_ idea," Scootaloo replied.

Rainbow Dash then sauntered over to the foot of the bed and stood next to Pound. She lifted one of her forehooves and used it to slowly rub along the length of one of his stiffened wings. Pound gasped and shivered as powerful, tingly sensations rippled through his whole body.

"So," Dash spoke as she continued to do this, "How'd this happen? She foalnap you off the street? Buy you on the black market? Whore you out from your p-"

"Dash, shut the fuck up!" Scootaloo interrupted.

"Oh, am I s'posed to take orders from the pony currently having buttsex with a young colt?"

"Oh, pfff… You're a bigger pedophile than I am! I should know! I was _there_!"

"Sure, but I'm Rainbow Dash. I'm so awesome that the rules don't apply! Haven't you learned this yet?"

Scootaloo gave her a deadpan look. "Dash, do you want in on this or are you just gonna stand there the whole time and make stupid comments?"

"Oh-ho-ho… You think I need to be _asked_ to join in on this? It was gonna happen whether you like it or not, dirty little bitch."

"Well hurry the fuck up. Pound has been sitting there at half-thrust for like an hour now, just listening to you yap."

"Shut up and move over."

Pound simply watched, fascinated by the way these two interacted. A lot of what they said went right over his head, but the tone of their voices was not lost on him. To an outside observer, it might look like these two ponies completely despised one another, and yet neither of them ever stopped grinning. He knew that these two were friends since Scootaloo was his age, so maybe that was just how they were around each other? Pound _was_ playfully snarky with his sister sometimes.

"Hey Pound, buddy!"

His ears perked up as he was addressed. "Yeah?"

"Pull out for just a sec," Scootaloo said, "Gotta get into a better position."

Pound glanced down, seeing his cock that had been halfway lodged up Scootaloo's tailhole for a comedically long time at this point. When he pulled his hips back to withdraw it, his whole body trembled. Having been still for so long had made his cock more sensitive than usual, and it delivered a shock to his system when he finally started to move it.

With a wet sound, his cock popped out of her ass. Remarkably, his erection had only gone down a little bit during the break in the game, and was still standing quite hard.

No more than two seconds passed after he pulled out, and then Dash suddenly pounced onto the bed and landed right on top of Scootaloo. Both the orange mare and Pound yelped in surprise, but then Scootaloo started giggling. From where he sat, Pound couldn't see much besides their two tail-ends, but Rainbow Dash seemed to be doing _something_ that Scootaloo was thoroughly enjoying.

Curious, he crawled over to the side to see what was going on. Rainbow Dash had pretty much pinned Scootaloo to the bed, forehooves on her wings, and was kissing her. Pound's eyes widened as he watched the two. That was _way_ more than a kiss. Dash's muzzle was pressed right up against Scootaloo's as much as possible, their lips locked in an almost airtight seal. Pound could even see their cheeks bulge out occasionally, forming the shape of the other's tongue as they explored each other's mouths thoroughly. When they finally broke the kiss, it was with a loud gasp for air from both of them. There was a mess of mixed saliva hanging in the air between them.

They laid there for a moment, staring at one another and panting, and then Scootaloo rolled her head over to regard the young pegasus. "Ya like that?"

"Buh…?" Pound stammered.

Dash turned to look at him too. "That's called 'making out'. Ever done that?"

Pound could only shake his head.

"Ah, that's too bad. You should try it some time…" Dash smirked and leaned in to give Scootaloo another quick kiss.

"Heavens be damned, Dash…" Scootlaoo whispered.

"What?"

"I was already horny. Now you made me super-horny."

Dash snickered and said, "Serves ya right."

"Um…!" Pound interjected, raising his hoof as if he were in class, "Miss Rainbow Dash? Are you…uh…Are we going to, um…"

"Fuck?"

Pound flinched slightly from the sudden blurting of the swear word. "Uh…"

"She means 'The game'," Scootaloo explained.

"Yeah, 'The game'. Whatever," Dash said.

"Watch your fuckin' tongue, dumbass bitch."

"Oh gee, sorry for fucking swearing."

Scootaloo looked back at Pound. "Don't use that word in front of your mom."

"Gee, no shit, Scoots…"

Pound just gave them a confused look.

Scootaloo sighed softly and chuckled. "C'mon, Dash. We're confusing the poor colt. Look, you can see how badly he just wants to play with us, so let's just do it already."

"Fine, fine…" Dash said with a smirk.

Pound glanced downward, and saw that his erection was back up to full strength. For some reason, seeing Dash and Scootaloo 'making out' had really gotten his juices flowing again. Either way, he wasn't complaining.

When he looked up again, he saw that Scootaloo had rolled Dash off of her, and they were now lying on their sides and facing one another. They had their hooves wrapped around each other, and were kissing once again. He sat there for a moment, not quite sure what to do. Rainbow Dash entering the picture had made him a little bit nervous about how to proceed.

Scootaloo caught his nervous glance and broke the kiss. "Hey, squirt," she said, capturing his attention, "Wrong end, genius."

Pound furrowed his brow, taking a moment to realize what she meant. He stood up on the bed and made his way over to where their hind hooves were, and then let his gaze drift downwards towards the ponies' hindquarters. He saw that they both had their hind legs intertwined with each other as well, bringing their two pussies rather close together, but what caught his eye was that they both had their tails held high and flagged off to the side. Pound would have to be pretty dense not to notice that they were both presenting their tailholes to him, and the sight made his heart leap into his throat.

"Take your pick, buddy…" he heard Dash say, but he didn't even look up to acknowledge her. His eyes were transfixed on the two tailholes sitting before him. His wings and cock twitched. He was looking at his favourite thing in the world, _doubled_! To the left was Scootaloo's rear-end, her pussy totally soaked and her tailhole gaping open just ever so slightly from their earlier play. Lubrication dribbled out of her hole and down her thighs. Then, to the right, Pound got his first real good look at Rainbow Dash's pussy, seeing that it somehow looked even wetter than Scootaloo's. Resting above it was Rainbow Dash's tight, inviting tailhole. Pound found himself staring.

"Boy, he _does_ like butts…" Rainbow Dash commented.

"I know, right?"

Pound couldn't wait any longer. Both of the mares could have told him to wait for a bit and he wouldn't have been able to listen. For the moment, he was being controlled entirely by his penis. He almost felt like it was moving on its own, pulling him forward and drawing him towards those two lovely tailholes. His excitement level was through the roof.

He absentmindedly reached over with his forehoof and picked up the discarded bottle of lube, applying a fresh coating to his cock. Once it was ready, he rose up on his hind hooves and mounted Scootaloo once more. He had never gone inside of a female when they were on their side like this before. It was a strange new position for him.

A heavenly sigh escaped his lips as his cock easily slid back inside the warm confines of Scootaloo's ass. It was like coming home after being away for many years, that's how inviting it felt. Scootaloo let out a muffled moan, as her lips were locked with Dash's again, and Pound wasted no time in starting to thrust.

The orange pegasus had already been warmed up from before, so Pound knew he didn't have to start slow. In a matter of seconds, his hips were already a blur. He found this new position to be a little awkward, realizing that he liked it best when he could grip a girl's ass from both sides, but it didn't really hamper him. His moans filled the room.

"Yeah, Poundy!" Dash spoke up, "Fuck her ass hard! Show her why you were given that name!"

"Gee, Dash…" Scootaloo said through her heavy panting, "Way to make it corny."

"You like corny. You know you do."

"I do _not_! Oh, _fuck_ he feels good…"

Pound gave Scootaloo a few more hard thrusts, and then his heart did a little flutter as he decided to move onto the next step. He pulled his hips back and withdrew his cock completely, and with a flap of his wings he quickly shifted over to Dash's hindquarters. Like a mirror image to Scootaloo's, her butt was just as open and inviting, and Pound didn't hesitate to indulge.

Dash groaned softly when Pound pressed the tip of his cock against her tailhole, the former still covered in plenty of lube. A shiver ran through his body yet again at the sensation of touching a new tailhole. A world-famous celebrity's tailhole, no less! Pound guessed that Dash hadn't played the game yet today, and so he should go a little slower to start off.

But, he simply couldn't. His excitement and arousal were running the show now, and he simply felt too good after experiencing Scootaloo. After pressing against her tailhole for a bit, the head of his cock slipped inside. Pound only managed to hesitate for a brief second, enjoying the brand new feeling, before he thrust his hips forward and sunk his _entire_ cock inside.

Dash cried out loudly as she was penetrated, but it sounded more surprised than pained. Pound, meanwhile, was quivering like a leaf. His whole cock was surrounded in the warmness of Rainbow Dash's tailhole, his balls resting comfortably against her flank. It felt very nearly almost as amazing as Scootaloo's tailhole felt.

"Holy fuckin' shit…" Dash murmured.

Scootaloo was busy laughing her head off. "You got 'im too excited!" she quipped, "Eh, Pound? Dash's ass too magical to ignore?"

Pound tried to reply, but only gibberish slipped out. His mind was too dizzy.

"Damn, kiddo, fuck the foreplay huh? You're lucky I like it up the ass or that mighta really hurt. Don't go doin' that to other mares, okay?"

"Sh-sure…"

Scootaloo snickered. "Teaching a valuable life lesson to the colt we're currently defiling?"

"Shut up, it's good advice. He needs to- Aah!"

Dash was interrupted when Pound found his strength again and started thrusting. He moaned loudly as the room filled with the sounds of his balls smacking against Dash's ass. Dash started to moan softly as well.

"Shut up and kiss me, you sexy freak," Scootlaoo said, and then leaned in for another deep kiss.

Pound proceeded to thrust himself into Dash's ass for a while. It felt so good that he was practically drooling. He glanced down at one point and loved the sight of his cock sliding into Dash's tight ring of muscle. The sight alone sent shivers down his spine. He then glanced back up, and was treated to the oddly arousing sight of the two mares making out. He still didn't quite know why he liked seeing that so much, but he definitely liked it.

After a couple of amazing minutes in Dash's tailhole, he swapped back over to Scootaloo's. The orange mare groaned out loud as he slipped back inside, then started moaning as Dash recaptured her lips. Scootaloo's hole was definitely tighter, but they both felt so amazing that it was hard to compare. The real difference was in the ponies themselves that Pound was playing with.

Pound continued on like this, periodically swapping between the two ponies' tailholes. It was a fun little addition to the game, and he enjoyed the change in moans that accompanied each switch. Dash was more vocal when he was inside of her, but Scootaloo's little mewls and moans had an enticing effect on him. If it weren't for the fact that he idolized Scootaloo so much, he would have trouble deciding which pony was better!

The room was completely drowned in the scent of aroused mare. He had picked up on Scootlaoo's scent earlier, but now Dash's was mixing in and making a very potent aroma that permeated the entire bedroom. As he continued to thrust into their tailholes, the scent only got stronger and stronger. Pound could practically feel his mind starting to melt from the overpowering scents.

After some time, while he was inside of Rainbow Dash, Pound let out a shuddering moan as he felt his climax starting to approach. He could hold off for a couple more minutes, but he wouldn't be able to last much longer than that.

He pulled himself out of Dash quickly, making her cry out sharply in pleasure as he did, and then moved over to Scootaloo's ass once again. He decided to look down and watch this time as every single inch of his cock slid inside of that tight hole. "Mnnnnn…" he moaned as he started humping the orange mare again, "Your butt feels the best…! I wanna do this forever…!"

"Hey!" Dash barked indignantly, "What about my ass?"

"He likes mine better," Scootaloo replied smugly, "What's so confusing about that?"

"Hey, I've been given _trophies_ for having the best asshole in all of Equestria."

"Okay, I know that's not true, but damn I wish it were. That would be hilarious!"

"C'mon, Scoots. You've had that spell done on you before. You know how good it feels in there!"

"Well, unless they invent cloning magic, I'm not gonna be able to feel what he's feelin' right now, am I?"

"…Fair point…"

Pound stopped listening. He started to thrust harder and more forcefully, making sure to get his entire length deep inside of her with every thrust. His head was swimming, overloaded with intense pleasure. He reveled in the feeling of Scootaloo's ass and thighs being gripped by his hooves, and the wonderfully tight and warm feeling of her insides.

"Aaaahh…" Scootaloo moaned, "This feels rad…"

"You gonna cum?" Dash asked her.

"N-not quite, but he's gettin' me there…! I just don't think he can last long enough to match my endurance, or yours for that matter."

While the two conversed, Pound pulled out and swapped over to Dash again. He plunged his cock inside of her tailhole, and then treated her to the same slow, hard, deliberate thrusts. Every plunge into her warm, inviting depths took his breath away. For as long as he lived, Pound knew he would never be able to repay these two for today.

"Nnnff…!" Pound murmured as a powerful tremor rippled through his whole body, "G-gonna…cum…"

"Oh damn, you taught him that word?" Dash asked to Scootaloo.

"Nah, he knew that one already!"

"Kinky!!"

Pound's thrusts became a little clumsy as he tried his hardest to prolong this experience for as long as he could. Dash's ass was gripping him hard. He was practically being milked like a cow. "Haaaah…" he moaned.

"So," Dash then spoke up, "Which one of us are you gonna fill?"

Pound perked up. "Huh?"

"Me or this bitch?" she said, indicating Scootaloo as the latter.

The colt's eyes widened as the realization hit him. He had a choice to make, since he obviously couldn't cum inside both of them at the same time. Which of these two amazing mares did he want to be inside of when he hit his climax? Which did he want to fill up with his own cum?

He wanted to give it some thought, but his next thrust started tipping him over the edge. He had reached that point where his climax was coming, and there was nothing he could do to stop it. He was presently inside of Rainbow Dash, buried up to the hilt in her tailhole.

Panic gripped him for a moment, and he hurriedly tried to pull himself out before it was too late. He did so swiftly enough that it made Dash gasp and moan. He then scrambled on the bedspread, hurriedly making his way back over to Scootaloo's ass. He grabbed on and, with no time to aim, made a wild thrust. Thankfully, he hit his mark and his cock slipped inside of her right up to the hilt.

Not even a full second later, he came. Pound's loud moan filled the whole room as his cock started to twitch inside of Scootaloo's tailhole, emptying a huge load of his cum inside of her. Waves of dizzyingly intense pleasure washed over him, making his wings twitch and his legs feel weak. A moment later, this was joined by a feeling of elation that made him smile like a goofy idiot. He realized that he was cumming inside the tailhole of the greatest pony that ever walked this earth.

How _lucky_ was he??

Scootaloo, meanwhile, moaned in satisfaction as he filled her up. "Awww, fuck yeah…That's the stuff…"

"Yeah, fill that slut's ass up," Dash commented, "Make this dirty bitch's ass yours!"

"Dash, shut up…" Scootaloo scolded, but in a gentle moaning tone, "Just lemme enjoy this…"

"Aw, fine," Dash said with a smirk, "I know. Colt cum _does_ feel great in the butt."

A moment later, Scootaloo let out a yelp as Pound suddenly collapsed onto her flank like a ragdoll. His eyes were unfocused, his limbs hung limply over her ass and thighs, and he was panting like he'd run a marathon. Pound looked like an absolute mess, but he felt _incredible_. The world could have ended right then and there and he wouldn't have minded.

"Fuckin' shit, Scoot. You _broke_ him," Dash chuckled.

"You're one to talk. Have you ever seen a colt that _didn't_ look like this after you were through with them? Or filly? Or mare? Or stallion? Or-"

"Yeah, whatever. S'he still breathin'? Yo, Pound! How many hooves am I holding up?"

"Twenty-purple…" Pound muttered.

"Aw, yeah. He's fine," Scootaloo said.

"Good."

Pound's ears perked up as he heard Scootaloo yelp in surprise. The orange mare was forcibly rolled over onto her back, causing the colt to unceremoniously tumble to the bed. He looked up in a daze to see Dash straddling Scootaloo and practically glaring down at her.

"Rainbow Dash is still horny," she stated in an even tone, "Fix it."

"Dash, can't you let me bask in the warm afterglow that is an ass full of colt cum?"

"No. Unless you wanna be on toilet scrubbing duty for the next three months, you are gonna bury that muzzle _right_ up my cunt and tongue-fuck me until I explode. _Got it_??"

"Aw, c'mon Dash… You know I hate it when you pull rank during sex…"

"Too bad. Get to work cadet."

"I haven't been a cadet for years now!"

Pound lazily lifted his head and regarded them. "What's…going on…?" he murmured.

Scootaloo looked at him and rolled her eyes. " _Technically_ ," she said, drawing out the word, "Dash is still my superior in the Wonderbolts. She's Vice-Marshall and I'm a Commander. So when we're in uniform, she gets to boss me around." Scootaloo then shot Dash a look. " _Out_ of uniform, though, I dunno where she gets off, honestly…"

"Nowhere, bitch. I'm not getting off at all right now, and that's the problem. Get your muzzle to work."

Scootaloo sighed dramatically, but a smile was still on her lips. "Fiiiiiine…"

The two older ponies then busied themselves getting into a new position. Pound used this time to force himself to sit up, though his body was still recovering from that mind-blowing climax. He still felt pretty loopy, and he didn't mind that in the least.

When he finally got steadied, he saw that Dash had moved herself back to the bed's headrest and was lounging on the pillows with her hind legs spread open wide. Scootaloo was lying down between them, giving Dash's soaking-wet pussy a hungry gaze. Pound took a moment to give Dash's pussy a good look of his own. Even after all the games he had played, seeing ponies' private parts still have him an excited chill, like he was looking at something he wasn't supposed to.

Scootaloo leaned in and nuzzled Dash's crotch area with her cheek, like a cat would do to its owner's face. There was a dreamy little smile on her muzzle. Pound watched with renewed interest. Scootaloo's mentioning of how she and Dash used to play the game was what had initially clued him in to the idea of two girls playing together, which led to that whole thing with Flurry Heart. Now, it seemed, he was about to see this happen right before his eyes.

The orange mare still hadn't done anything aside from nuzzling next to Dash's pussy. She looked to be in total bliss, like she hadn't a care in the world. Pound could see her nostrils working, taking in Dash's scent directly from the source. She let out a soft 'Mmmm…' and briefly gazed up at Dash with a sensual look. She licked her lips, and then looked down at the prize between Dash's legs once more. Scootaloo looked like she was getting ready to enjoy a fancy, expensive meal and planned to savour every single moment.

"Damnit, Scoots! Stop with the fucking foreplay."

Scootaloo's blissful look was replaced with a deadpan one, though she still smiled. She rolled her eyes again and gave Dash's pussy one more nuzzle. "I loooove you, Dash…"

Rainbow Dash gave her an impatient look with her brow knit, sighed softly and then glanced away as a small smile graced her lips. "Yeah, I love you too ya knucklehead…"

With a little squeak of happiness, Scootaloo's blissful smile returned. She finally leaned in, extended her tongue, and gave Dash's pussy one long lick from bottom to top, ending with a little flick of her clitoris.

Dash grunted softly and spread her hind legs open even more. "C'mon, Scoots…I'm already more than halfway there…"

Scootaloo giggled. "Dashie the butt slut."

"Damn straight. Now jam that tongue in there."

"Pffft… Damn 'straight' she says, as a mare licks her-"

" _Scoots, hurry up!!_ "

"All right, all right…"

Scootaloo used her hooves to spread Dash's pussy open, and then plunged her tongue deep inside. Dash let out a satisfied sound, and Scootaloo grinned as she began to move her tongue around. Pound meanwhile, who was feeling better, had moved to a better position to watch. His eyes were locked on what little he could see of Scootaloo's tongue, loving the view of Dash's pussy completely engulfing it.

Dash threw her head back and moaned to the heavens. One of her hind legs started to twitch just slightly, and she placed a forehoof on the back of Scootaloo's head to make sure the mare didn't stop until the task was done. The orange mare, meanwhile, looked like she was having the time of her life. She had her muzzle pressed right up against Dash's slit, working to get her tongue in as deep as she could.

"Mfff, fuck…" Dash moaned, "Yeah, you know what I like, li'l bitch… Fuckin' fuck, that fucking tongue of yours is fucking… _fuck_!"

By this point, Pound wasn't even fazed by the swear words anymore.

There were tons of juices leaking from Dash's pussy, running down Scootaloo's muzzle and Dash's thighs. Pound licked his lips as he watched. Dash looked really delicious.

"Aaah…Ahh, fuck…Fuck, that's it! Almost there! Little more!" Dash murmured, and then bit her lip as her hind legs and wings tensed up.

Scootaloo got a determined look on her face, like she was ready to give the final push, but then paused as something bumped into her side. She angled her head and looked up at Pound, who had sidled up next to her.

"H-hey…" he said nervously, "I was, y'know, wondering if…uh…"

The pegasus blinked, and then gave him a grin. She extracted her tongue, causing Dash to moan, and then said, "Go ahead. Have a taste."

Pound's heartrate doubled. "R-really?"

"But hurry up, or Dash is gonna kill me."

Nodding, Pound squeezed himself in beside Scootaloo and brought his head between her legs. His small size allowed him and Scootaloo to comfortably fit side by side, and Pound shivered a little as he found himself so close to his idol. He then focused on Dash's pussy, seeing it closer than ever before.

Pound leaned in and plunged his tongue inside. Oh _wow_ , that was a strong flavour!

"Oh holy fuck…!" Dash moaned, "So hot…"

The excited young colt gave Dash a few more deep licks, and then Scootaloo wedged her head in beside his. She extended her tongue as well, allowing them both to lick Dash's pussy at the same time. It was a tight fit, but Pound didn't mind at all. Every so often his tongue would rub up against Scootaloo's, and he shivered every time.

"Fuck, that's not fair Scoots!"

Scootaloo glanced up, and a smirk appeared on her lips. She then pressed herself even deeper inside of Dash's opening. Pound, meanwhile, took the initiative and began to attack the mare's clit.

Dash was apparently not prepared for this, because she screamed loudly and came a second later. Splashes of her juices quickly covered both of their muzzles. Though he couldn't see it, Pound imagined that even more of it was going right down Scootaloo's throat. Dash was moaning loudly, not caring about volume control in the least, and her whole body quivered for a few moments before finally falling limp onto the pillows.

Scootaloo withdrew from between Dash's legs, trailing _multiple_ strands of slick juices between her muzzle and Dash's spent pussy. Pound lifted his head a moment later, having gotten a nice serving of sweet juices as well. He had seen ponies get messy while playing this game, but never quite as messy as Scootaloo looked in that moment. "Whoa…" he breathed.

"Holy fuck, I love it when you cum all over my face Dash…"

"Fuck you," Dash replied.

"What kinda response is that?"

"I dunno. Brain no work…"

Scootaloo rolled her eyes and grinned. "Oh heavens be damned, she tastes _awesome_!" she said, whipping her head over to look at Pound. In the process, Dash's juices got flung off of her face and ended up splattering across Pound's muzzle, forcing him to close his eyes so none would get in them. "Oops. Sorry," she apologized a moment later.

Pound wiped his face off with his forehoof, and then licked the juices off of it. "Mmmm…She does taste good…"

Scootaloo smirked at him and leaned in, using her tongue to lick off a drop of juices he had missed. Pound's fur bristled as her tongue made contact with him. As Scootaloo leaned back, he looked up at her with a furious blush on his face.

The mare glanced down, eyes locked on his cock. This activity had quickly brought him back to full mast. Pound grinned and reached down to grasp his member with his forehoof, giving it a few gentle strokes.

"Did we get you all excited, squirt?" Scootaloo asked.

"Uh huh…"

The sound of Dash chuckling drew both of their attention. "He's a male pony, Scootaloo, and he just joined in on some hot girl-on-girl action. Wha'd you expect?"

"Izzat so, Pound? You like watching us gettin' dirty together?"

Pound nodded enthusiastically. He still wasn't sure exactly why, but watching the two of them go at it had made his cock very hard, very quickly. His stiff wings twitched simply from the memory of it.

"Can't blame ya," Scootaloo said, "I looove watching girl-on-girl too, though not as much as being a part of it, obviously…"

"Girl-on-girl's the best…" Dash said dreamily.

"Oh, hey!" Scootaloo then perked up, "Pound, you've got a sister!"

"Yeah…?" Pound replied.

"Ey, Dash? Pound's twin sister? Maybe I should invite her over and we can put on a nice, sexy threesome for Pound? Three girls going wild? His cock could probably cut diamonds after that!"

Pound stared wide-eyed at Scootaloo. His brain skipped a gear.

"Scoots," Dash replied in an unsure tone, "Don't be so fuckin' creepy. That's his sister. I know _we_ get wild and stuff, but he might-"

"Dude!" Scootaloo interrupted, "He fucked his _mom_!"

Utter silence filled the room after that. Scootaloo was looking at Dash with a cocked eyebrow, Dash looked like she was stunned, and Pound was busy reeling from what had just been said. Scootaloo knew?? How did Scootaloo know? Was she allowed to know? Would he get in trouble? He tried to think back, but was almost positive he hadn't said _any_ thing about his past games with his mom.

"…Really…?" Dash said, finally breaking the silence.

"I'm pretty sure, anyway," Scootaloo said, turning to look at Pound, "If I'm wrong, speak up."

"Uhhhhh…" Pound drawled, not sure how to respond. After a few seconds of neither confirming nor denying, Scootaloo grinned. It seemed his silence had given his answer for him.

"Whoa!" Dash exclaimed, staring right at Pound, who grimaced in nervousness. This was it. His game was over. The most important rule, above all others; 'Do not tell anyone that his mom plays these games'. If Dash didn't get upset with her, then his mother _definitely_ would.

However, his anxiety subsided when he saw the excited smile that now adorned Dash's face. "Dude!" she said, "I thought I was the only one!"

Pound blinked. "…What?"

Dash laughed and then elaborated. "I thought I was the only one who fucked my own mother! Haha! What are the chances, Scoots?"

"Yeah," Scootaloo concurred, "I also thought I was the only one who fucked your mom."

Dash laughed a little bit more, and then her expression changed in an instant. "What?!" she blurted out, "You fucked my mom?!"

Scootaloo simply snickered.

"Dude, what the fuck?!" Dash shouted, "Why the fuck did you fuck my mom?! What's wrong with you?!"

Scootaloo gave Dash a cheeky grin and shrugged. "What can I say, Dash? I'm pretty much a part of your family, so I spend a lot of time there, and they get lonely when you go on tour."

"You fucked my dad _too_?!"

"Pff… Woulda been _weird_ if I didn't…"

"You little fuckin' shit!" Dash quickly scrambled to her hooves and proceeded to tackle Scootaloo down onto the bed, ending up on top of her. "I oughta punch your lights out!!"

"Dash, what the fuck is your problem?" Scootaloo replied indignantly, but she was still grinning playfully even under threat of violence.

"You can't fuck my mom!"

"Why not?!"

"That's my _mom_!"

"Oh what, so I'm not allowed to fuck your mom? That's all there is too it? You can fuck her all you want, but I'm not allowed."

"Damn straight! She's _my_ mom!"

"What kinda ass-fucked sense is that?!"

Dash growled. "Hooves off my mom, Scoots."

"Make me."

"Oh I'll make you, bitch. Hooves off my mom, or you aren't gonna _have_ any hooves."

"News flash, Dash. I don't need hooves to fuck your mom."

"That's it!" Dash exclaimed. "Call the police. There's about to be a murder in Ponyville."

The argument between the two mares was interrupted when both of them heard the sound of wings frantically flapping, causing them to both lift up their heads. What they saw was Pound Cake, flying as fast as his little wings could take him and heading directly for the bedroom doorway.

"Pound!!" they both shouted in unison.

The colt stopped halfway through the door frame, and turned back to look at them. His heart was hammering in his chest, which surely reflected in the panicked expression on his face.

"The fuck are you doing…?" Dash asked.

Scootaloo punched Dash in the chest, earning a yelp of pain from the older mare. "She's going to call the police, you dumbass," Scootaloo informed her, and then turned to look at Pound. "Come back, buddy, she's not really gonna murder me."

"Don't be so sure about that…" Dash muttered darkly.

"Stop it!" Scootaloo shouted indignantly, suddenly very serious in tone, "You're scaring him. Remember, he's still just a colt."

Dash looked up at Pound, who hadn't moved or said anything and still was just as panicked. Incidentally, and perhaps comically, his full-length erection was still swinging below him like a pendulum. Dash sighed and visibly relaxed herself. "Sorry, buddy," she said to him, "Come back to bed. I'm not gonna murder Scootaloo."

Pound gulped, and then spoke in a slightly wavering voice. "N-no…?"

"We just argue like headless chickens from time to time," Scootaloo spoke up, still lying on her back underneath the other mare, "We're idiots."

"Total idiots."

"But that's why we love each other."

Dash turned her gaze down to look at Scootaloo, her lips pursed. "I still can't believe you fucking fucked my mom…Why wasn't I informed?"

Scootaloo snickered. "Because Windy and I agreed it would be funnier this way."

"Ugh…" Dash rolled her eyes. "Of course mom thought she would be funny. Oy…"

Pound, meanwhile, had slowly flapped his way back over to the bed. He sat down on the end, though kept a concerned eye on the two squabbling mares. He felt really conflicted. The way those two had been yelling at each other did not sound like friendship at all. He knew foals from school whose parents fought like that, and the foals in question were never happy about it.

Scootaloo seemed to notice his distress and crawled over towards him. "Haven't you ever roughhoused with a friend?" she asked, "Maybe wrestled or something?"

"Uh…Yeah, sometimes…"

"Well, that's fighting. But you're not upset, and you're not trying to hurt each other, you just get into little fights 'cus they're fun. Dash and I do that, but with words. Like I said, we're idiots."

"…Oh."

Pound was looking over towards Rainbow Dash, who simply shrugged. A second later, he yelped as Scootaloo had snuck her way under him and was giving his still-somehow-erect cock some gentle, caressing licks.

"He's really horny," Dash observed, "Stayed hard the whole time…"

"No kiddin'," Scootaloo concurred.

"Erm…" Pound frowned, "I don't get it. None of us are unicorns. Why do you keep saying 'horny'?"

Both of the other ponies snickered, but it was Scootaloo who answered. "'Horny' means aroused. Y'know, juiced up. The way you feel when you reeeeeally wanna f- erm, 'play the game'. If your cock is hard, you're horny."

"Oh. Oh, I see."

"Don't use that word in front of your mother either."

Pound skewed his lips. "You're gonna get me in trouble, Scoots. I just know it."

Scootaloo laughed. "Hey, it's what I do best. I'm too lazy to pay attention to the rules…"

"No shit," Dash spoke up.

The two other ponies glanced at Rainbow Dash, as her voice had come from a different location. They found her off to the side. She had her head down, practically buried in the box that Pound had got the lube from, leaving her ass wiggling freely in the air.

"Whatcha doin', Dashie?" Scootaloo asked in an overly polite tone that did _not_ match the situation.

"Time to take this shit up to 'Level Rainbow Dash'."

"Ooooh, enticing… You don't have your favourite toy here, though."

"Yeah, I know. I know you got somethin' in this box somewhere that I wanna use. Where the _fuck_ is it?"

Scootaloo gave the mare a look as she continued searching. Pound sat nearby, his cock twitching slightly as he kept his eyes trained on the box that Dash was digging through. He remembered some of the things he had seen in there. Scootaloo had a lot of toys, including some he'd never seen before. Which one was Rainbow Dash looking for? The possibilities excited him.

He then remembered that Scootaloo had called this her box of 'essentials'. What _else_ did she have hidden away…??

"Found it!!"

Rainbow Dash sat up straight, grinning excitedly around the object that she held in her mouth. She looked at both of the other ponies, her eyebrows waggling up and down. Pound studied the object, seeing it was dildo-like. He eventually realized that it was a strap-on, like his mom had in _her_ secret box.

"Time to wreck somepony's ass!" Dash proclaimed, speaking around the toy in her mouth.

"Ohhh," Scootaloo said warily as she eyed the toy, "I dunno, Dash. I'm not an anal freak like you, dude. My ass has had enough fun for today."

Dash smirked, then dropped the toy onto the bed so she could talk properly. "That's no excuse, nor would it be reason for me to change my mind. Doesn't matter, though, I wasn't planning on usin' it on you."

That statement made Scootaloo perk up excitedly. "Oh? Really? Dash, you _never_ let me be on top with one of those!"

Dash shook her head. "Wrong again."

Scootaloo looked confused, and tilted her head to the side. It took a moment for the realization to dawn on her. "Oh dear Celestia, you're not serious…?"

"Oh, I'm _always_ serious when it comes to fuckin'."

"Dash, I don't…I don't think…"

"What?? You said he liked butt stuff! This is butt stuff!"

Pounds ears perked up upon hearing the reference to him, and his wings twitched slightly at the mention of 'butt stuff'. His gaze slid down to the toy, and then his eyes widened as he realized what Dash was planning to do.

"Yeah I know, but…" Scootaloo said worriedly, "Dash, that's a full-sized stallion model. I mean, I think that might be a little bit much, don'tcha think?"

"Oh please. I put bigger things in you when you were his age."

"No offense to you, Pound, but I was damn tough when I was his age."

"He'll be fine," Dash said resolutely, "You know I always stop when somepony asks me to. I'm a fuckin' sicko, but I'm not a molester."

Scootaloo still looked concerned. "We didn't really talk about exactly what kind of butt stuff he-"

"See, look??" Dash exclaimed excitedly, gesturing at Pound with her hooves.

The orange mare glanced over towards Pound, which was difficult for him to see because of the position he was in. He had turned away from Rainbow Dash, and was now leaning down on the bed with his ass raised up into the air. His tail was flagged to the side, presenting Dash with a completely uncensored view of his tailhole. His achingly stiff wings and the fact that he was panting excitedly went together nicely with his stiff-as-a-board erection to paint a lovely picture of a needy pegasus colt.

"Oh…damn…" Scootaloo said.

"The kid knows what he wants!" Dash said, "And he wants me to fuck his brains out!"

"Pound, you…you know what she's going to do with that thing, right?"

"Do it!" Pound exclaimed, "This is one of my favourite parts of this game! I love it when mom uses that kind!!" He figured that since they had already figured out about him and his mom, there was no harm in saying it now.

"Oh, that's so fuckin' hot…" Dash said with a grin.

"Holy shit…" Scootaloo murmured.

"All right Pound, dude, just stay right there. Don't move a muscle."

Pound nodded and did as he was told. Rainbow Dash moved into a position behind him where he couldn't see her, and Scootaloo later joined her. He heard the two of them fiddling with the toy and its many straps. His mom always had a hard time getting hers on, so he would usually try to help her. He would've helped out here too, but Scootaloo was already doing so.

He then heard the sounds of the lube bottle being squeezed and emptied. The young colt felt a quiver of excitement, his stiff wings twitching on his back. This was going to be awesome! The only thing that could have made it better was if Scootaloo was wearing the toy instead, but this was still really good!

Four strong hooves planted themselves on the bed around him. Pound glanced up to see Rainbow Dash standing above him, looking down at him with an almost predatory sort of smile. The mare licked her lips, and then Pound felt something hard poke against his backside.

"Mmf…!"

He glanced back over his shoulder. Though he couldn't see much, he got a bit of a view of Dash's hips and the straps connected to them, as well as a partial view of the large black fake stallion penis attached between her hind legs. That long rubber shaft was angled down, traveling directly below his tail towards his raised rump.

The toy poked against his butt cheek once more, and Pound could feel the generous amount of lubrication that was leaking off of it and getting into his fur. He shivered and moaned softly in anticipation.

"You ready for this, ya little bitch?" Dash spoke in a commanding tone.

"Y-yes…!"

"I want you to ask for it, and I want you to use the right words, like we do."

Pound whined in distress, wishing she would just stick it in instead of making him do this, but he thought about what she meant by the right words. He thought back to things he had heard the two say to each other during this visit.

"M-Miss Rainbow Dash?" he said, "Can you please…f-fuck me?" His eyes went wide and a nervous blush covered his cheeks. Had that word really just come out of his mouth??

"Mmmm…" Dash replied, sounding pleased, "That's right. The little butt slut wants to get jammed full of thick stallion cock, doesn't he?"

"Uh…I think so?"

Dash poked the toy against him, but this time her aim was perfect. Pound flinched slightly, purely from excitement, as the tip of the fake penis pressed perfectly against his tailhole.

"Yeah," he said, feeling more confident this time, "Fuck me, Miss Rainbow Dash!"

Off to the side, barely audible, he heard Scootaloo whisper, "Fuckin' damn, that's hot…"

"All right, little buddy. You asked for it…!"

Pound grinned eagerly and braced himself by grabbing the bedsheets. He pressed himself backwards, trying to convey that he wanted that dildo inside of him _right_ now. He had his tail held high, flat against his back, so much so that his dock ached. He didn't care, though. He was about to feel nothing but amazing.

Dash pressed her hips forward. Pound gasped as the dildo pressed forcibly against his hole for a few seconds and then slid in a good few inches all at once. He cried out loudly in surprise, which slowly morphed into a long, drawn-out moan. Dash didn't stop there, though. She only hesitated for a second or two before pressing her hips forward and sinking more of the toy inside of him.

"Aah!! Aaaaah!!!" Pound moaned as it slid further into him, "Whoa…!"

A few seconds later he felt that weird ring-bump thing in the middle of the penis slide into him, so he knew it was halfway in. Dash simply kept going, though, until Pound guessed that three quarters of the toy was now lodged inside of his tailhole.

When she finally stopped, he let out a breath he hadn't realized he'd been holding in. He laid there for a moment panting, his hindquarters quivering.

"Hoooooly shit…!" Scootaloo murmured, sounding amazed, "He really _does_ like butt stuff!"

"Mmmm, fuck yeah…" Dash sighed, "Tight little bitch…"

"Celestia be damned…! How you feelin', squirt?"

Pound moaned softly before he answered. "So goooood…"

The colt was in heaven. He eagerly welcomed that familiar, indescribable feeling of 'fullness' that he now felt in his backside. It was just as awesome as it always was. The tight pressure-like sensation deep in his gut, the slightly painful but mostly wonderful feeling in his tight rim, and the awesome way it made his penis feel. Dash had pushed a lot in all at once, so he was being treated to a heavy dose of these dizzying feelings.

"All right, grace period's over," Dash then said, "Hope you're ready to get 'Dashed'!"

"Huh…?" was all Pound could say before his brain completely shattered.

Without much more warning than that, Dash pulled the toy almost all the way out and then slammed it back inside. Pound yelped at the sudden thrust, but ended up moaning when Dash did it again. Before long, Dash was already getting into a rhythm and thrusting her false penis into him.

Pound's cock throbbed every time Dash sunk the toy into his depths. That lovely, addicting feeling of a toy going in and out was something he always craved, and Dash was no slouch in delivering it. Powerful waves of euphoria washed over him, making his limbs feel like jelly. He had to focus all of his energy into keeping his hind legs from collapsing, so that he could keep his ass raised high enough in the air for Dash to thrust into.

"Mmmnnnn, yeaaah…!" Dash moaned as she already started picking up pace, "Little bitch likes getting fucked in the ass. That tight little ass hungry for cock? Yeah…!"

"Aaah!" Pound could already feel his whole body being pitched forward with every thrust from the older Pegasus. He could still feel the spots around him where her powerful limbs sunk into the bedding. It felt sort of like he was locked in place, and it made him shiver with excitement. Rainbow Dash was strong and powerful, and was using all of that to fill up his butt.

The bed creaked _loudly_ as Dash worked her hips. Neither his own bed at home nor his parents' bed was anywhere as loud as this, and he was immediately glad nopony else was in the house. Even without their loud moaning, it would have been plainly clear what was going on up in the bedroom.

"Daaaaammn…."

Pound's ears perked up and he turned his head towards Scootlaoo. The younger of the two mares was leaning down near his backside, watching intently as the strap-on dildo slid in and out of his tailhole. He could even see her pupils shifting back and forth slightly as they watched the movement of the plastic phallus. It made him quiver in all sorts of ways to know that he was doing this in front of Scootaloo, letting her watch. He felt exposed, like he was showing a very private part of himself to his idol, but it also thrilled him to no end. He especially loved the fact that it was making her smile.

He also liked the fact that one of her forehooves had drifted down between her hind legs.

"Aaah!! Oh my gosh…!" Pound exclaimed as Dash picked up the pace even more. Though she still wasn't getting the whole toy into him, she was now ramming it in and out of him at a wildly fast pace.

"Take it! Take it, bitch!" Dash exclaimed.

Pound tried to arch his back even more, so he could lift his ass higher and get Dash to slam that toy into him even harder. His ass was on fire in the best possible way. The dildo was reaching really deep into his tailhole, giving him untold amounts of pleasure, but he still wanted more. He wanted to take the whole thing. He wanted Dash to hit that 'special' spot inside of him that felt better than anything else in the whole world.

His third climax was appearing on the horizon. Every powerful thrust from Dash sent waves of electrifying sensations right up the length of his rock-hard cock. Dash was ramming the dildo into him at a faster rate than he was panting, and he felt his cock throb hard every time.

"D-Dash…!" he muttered as loudly as he could, forgetting to refer to her in the polite way he was supposed to, "Please…P-put it in more…"

"What was that?" Dash asked. Her tone suggested that it wasn't a matter of her not hearing him, but rather that he should consider what he had just said.

Pound paused for a minute, then realized what she meant. "Please, f-f-fuck me deeper! Fuck me with the whole thing!"

"Mmm…" Dash purred, "Well, perhaps…Since you asked so nicely, maybe I cou-D'aah!"

Confused by the mare's sudden outburst, Pound craned his neck and glanced over his shoulder. From between Dash's legs, he saw that Scootaloo had moved herself behind Dash's backside. She was looking at the older mare with a smug grin, and one of her hooves was reaching up underneath Dash's tail.

"Yeesh, Scoots, I almost forgot you were still here."

"Gee, thanks," Scootaloo deadpanned, but continued to move her hoof around. Pound realized that Scootaloo must be rubbing Dash's pussy.

"Mmff…." Dash moaned, and Pound saw her hindquarters quiver a little, "This is so hot, Scoots. I'm already tryin' not to cum too soon, and you're not helpin'!"

"You're lucky I can't lick you while your hips are movin' so much."

Pound then watched as Scootaloo's hoof shifted a little higher, and Dash's whole body stiffened for a brief moment. "Damnit, Scoots!" Dash said, "That's not fair!"

"Deal with it."

Pound watched for a moment as Scootaloo slowly rubbed her hoof in circles. He couldn't see behind the blue mare, but he knew Scootaloo was rubbing her tailhole.

"C'mon, squirt. The kid asked me to do something for him."

"So do it. Don't mind me…"

That was all that was said before Dash carefully pulled her hips back. Pound groaned softly as he watched the strap-on withdraw almost entirely from him, while Scootaloo kept on rubbing with her hoof. It took him a second to remember what he had just asked Dash to do.

A shrill, half-euphoric cry erupted from Pound's maw as Dash slammed her hips forward again, sinking the _entire_ toy into him in one fell swoop. When her hips slapped against his, and the toy was buried completely up to the hilt, he let out a quivering moan and then let his head fall limply on the bed between his forehooves.

" _Fuck_ yeah!!" Dash shouted.

Pound was no longer there. He had died and gone to heaven, or at least that's what it felt like. To have his insides filled up so quickly and so suddenly, it was almost too much pleasure at once for his young mind to handle. He groaned softly as he felt the toy press up against his deepest parts, making his stomach feel like it was overstuffed. This wasn't the biggest toy he had taken up his butt, but it sure got the job done just as well. His whole body from head to hoof was shivering with absolute ecstasy, and his vision started to cloud over. This was the very definition of cloud nine.

And then Dash started moving again.

A strangled, pleasured sound erupted from Pound's throat the likes of which Ponykind had never heard before. Dash wasted absolutely no time in getting back to the speed she had been thrusting into him beforehoof, only now she was going up to the hilt each time. Every plunge of that toy inside of him was met with the loud sound of Dash's hips smacking against his. She had to press herself very snugly against him to get every inch of that toy into his ass. It made Pound feel so small underneath her.

"Aah… Fuck, yeah…" Dash moaned through her panting, "Keep going, Scoots!"

Pound found it hard to focus on anything anymore, what with the incredible pounding he was receiving.

"Mmmf, he's a tight little fuck…! I love this toy! The way it rubs me makes it feel like I'm _really_ fuckin' him!" She then let out a shuddering gasp. "With you doing that back there, Scoots, I'm gonna fuckin' cum soon…!"

"Muh…M-me too…!" Pound whimpered softly.

"Ah? Oh yeah?" Dash spoke, giving him a particularly hard thrust that made him moan loudly.

"Y-yeah!!"

"You aren't even clopping yourself! I'm gonna make you cum hooves-free? What a sick little perv. What did your mommy do to you?"

Pound couldn't reply to that. Dash's deep thrusting was making his whole body feel twisted up inside, and it felt amazing. It really did feel like she was thrusting right into his stomach, though he knew enough pony biology to know that wasn't really the case. His cock throbbed, aching for release. If he were to reach one of his forehooves under and merely grasp at his colthood, he would cum right there on the spot.

But Dash was _fucking_ him so hard that he couldn't move. He was going to have to get there the hard way, not that he minded.

The flustered young colt tried to raise his rump even higher up, subsequently forcing his head down into the covers. It became difficult to breathe, but who cared about breathing at a time like this? His wings felt like two pieces of raw, sharply-cut steel jutting out from his back. Every time Dash's barrel brushed against them, it sent a jolt of electricity down his spine.

Pound clenched his eyes shut and grit his teeth, riding the never-ending wave of incredible pleasure as Dash kept on slamming that toy in and out of him at a blinding pace. She was starting to show off her signature Rainbow Dash speed. Pound barely even got to feel the empty sensation of the toy leaving him before he was stuffed full of it again. The mare's hips slammed into him so hard, nearly four times a second, it felt almost like being spanked.

"Fuck!!!" Dash exclaimed really loudly, "So fucking _close_ …!!!"

"D-Daaash…!" Pound groaned, "Don't stop! I'm gonna cum!!"

His cock started to twitch. That familiar feeling started building up deep inside his belly. His mind began to fog up as his climax approached second by agonizing second.

"Pound!"

That was Scootaloo's voice, and it was coming from in front of him. Huh? Pound was so confused by this that he managed to wrench his head up from the covers. Indeed, he found that Scootaloo was now in front of him, lying down so that her muzzle was less than an inch away from his. There was a smile on her lips and a mischievous twinkle in her eyes.

Before Pound could say or do anything, Scootaloo suddenly darted forward and locked lips with him.

Pound's eyes shot open wider than dinner plates. His brain merely produced static for a few moments before he realized that what was happening was _actually_ happening. Scootaloo had her muzzle pressed right up against his, her tongue darting into his own mouth. The mare's much larger tongue easily dominated his own as it explored, and Pound shivered and whimpered with every movement it made.

Scootaloo was kissing him. He was kissing Scootaloo! _The_ Scootaloo!!

' _I'm kissing Scootaloo!!!_ '

A powerful shudder enveloped Pound's hindquarters and his hind legs wobbled like they were made of jelly. He felt his eyes roll up into his head slightly, he moaned loudly into Scootaloo's mouth, and then the poor colt came _hard_.

His cock twitched and jerked like an out-of-control fire hose, practically painting the bedsheets white underneath him. It felt like he shot out more of his seed at once than ever before. In fact, his cock twitched so hard that he could feel it tapping him on his underside, and quite a few spurts of cum splattered onto his barrel and under his chin.

"Aah!!" Rainbow Dash exclaimed, "Can't hold on anymore! Gotta cum!!" She then drew her hips back and sunk the toy all the way up to the hilt one last time, pressing it against his deepest parts for good measure. Pound shivered as it felt like an entirely new climax hit him.

Scootaloo broke the kiss, leaving a huge trail of saliva between their lips. "Holy shit! Look how hard we made him jizz!"

"Heavens be damned…!" Dash replied, sounding spent, "He might be a bigger butt slut than _I_ am!"

It was amazing that Pound could even hear this discussion. It felt like he was about to black out. He was fairly certain he had never felt this good in his whole life. His entire body, from head to tail, felt just heavenly. Even though he felt tired and he was panting like a dog that hadn't had a drink in a whole month, it didn't matter. The overwhelming sensation of pure pleasure that came with his afterglow was indescribable. His cock continued to throb, leaking out a few more spurts of cum.

His tailhole, meanwhile, felt even better. It ached and throbbed, but in the best possible way. Dash's strap-on cock was pressed into him as deep as it could possibly go, stretching out his insides so much. He felt so full and complete, and almost wished that he could stay like this forever. Every time Dash moved, even from the tiniest, most minute of movements, Pound experienced a wonderful shiver of good sensations and felt his cock throb once more.

His legs didn't work anymore. Literally the only thing keeping his hindquarters elevated was the toy stuck inside of him. It was as if he was a popsicle.

"Hey!" Scootaloo's voice reached his ears. "Equestria to Pound Cake, you in there?"

"Muh…?"

"How ya feelin', buddy?"

"Soooo gooooood…" he slurred.

"I fucked him silly!" Dash said with a laugh.

"You sure did, holy shit…"

The world around Pound was starting to blur together, but he was briefly jolted back to reality when Dash decided to pull the toy out of him. A rush of overstimulation ran through him as the huge toy was dragged past his worn-out, slightly aching tight ring of muscle. He felt every inch as it left him, and felt that familiar empty sensation that it left behind. He groaned the whole way through, and then gasped softly as the toy popped free from his tailhole.

Pound immediately collapsed onto the bed into a veritable puddle of his own seed. Seconds later, he was out cold.

  


…

Pound awoke to the sound of something had he had become quite familiar with.

Dash and Scootaloo arguing.

"The _fuck_ are you talking about, Dash??"

"What part of that do you not understand, dumbass?"

"The part that's supposed to make sense? Try speaking Equestrian!"

"Try _learning_ Equestrian!"

"It's amazing you can get any of your cadets to follow orders when you speak in such nonsense."

"Keep that up, and you're on cunt-licking duty for 12 days straight!"

Pound groaned and tried to sit up, finding that he was propped up against the pillows on Scootaloo's bed. His head didn't hurt, but it felt really heavy.

"Oh, he's up! Hey Pound!" Scootaloo called to him, "Good thing you're not dead."

"I'm not…?" he replied nonsensically. He shook his head to try and clear his blurry vision, and soon found that Scootaloo and Dash were sitting on the ground at the foot of the bed.

The former rose up and rested her forehooves on the bed's footboard, giving him a grin. "That was lots of fun, bud," she said.

"Ah…Y-yeah, I had fun too!" he replied, "That was a… _really_ intense game!"

"What's this 'game' deal?" Dash murmured to Scootaloo.

"I'll tell you later."

"Oh!" Dash then snickered. "What did we used to call it?"

"'Flying Lessons'."

"Ha!!" Dash guffawed, "You couldn't even fly yet! How did we fool anypony?!"

Pound moved to sit up some more, groaning softly at some of his aching body parts. The game always left him feeling worn out, and this time that was especially true. He would probably have to fly home, or everypony would see him walking funny.

"Feelin' all right?" Scootaloo asked him. Pound noticed that she was going back to her more lazy, relaxed and carefree attitude that he knew her for.

"Yeah, I'm great. Just kinda tired," he answered.

"Drink somethin' before you leave," Dash said to her in an informative tone, "Fucking is just like any other exercise, you gotta refuel your body."

"Yeah, I know," he said with a quiet chuckle.

Dash raised an eyebrow, and then gave him a grin. "So, uh," she said, leaning on the footboard next to Scootaloo, "How many ponies have you fucked, including us?"

"Ah…" Scootaloo rubbed the back of her head. "He told me, but I forget. He was eating my cunt at the time…" Dash snickered at that.

"Including you?" Pound answered, "Five now. Two fillies, three mares."

"Wow!" said Dash, turning to look at Scootaloo, "He's a playa!"

"Pound Cake gets _all_ the girls," she concurred.

"Cool! Awesome! Good to see a young pony enjoying life. That's more important than any other bullshit."

"Dude, Dash…" Scootaloo then said, turning as well, "All three of us have already fucked each other in the ass. What in Celestia's name are we gonna do next time to top that?"

"Ya got me. I might have to borrow a certain 'book' from Twilight…"

Pound perked up, eyes going wide. "N-next time…?" he spoke with reserved excitement, "There's gonna be a…next time?"

"Oh, no way in Tartarus there wouldn't be a next time, buddy!" Scootaloo said, flashing him a suave grin.

"Awesome…!" Pound whispered, doing flips and cheers inside his head.

"And if I'm in town during this 'next time', you _fucking invite me_ ," Dash said to Scootaloo, giving her a hard look, "Ya got that, fuckface?"

"I didn't wanna scare him," Scootaloo replied defensively, "You can be pretty intense, y'know. I suppose I didn't really havta worry about that, though, did I?"

"I'm serious! I could be in the middle of a public Wonderbolts speech. You march right up on stage and drag my ass off."

Scootaloo snickered. "Gotcha."

Pound was smiling brightly as the two continued their odd, but strangely enjoyable little back-and-forth. He was beyond happy that this was more than just a one-time game. He couldn't believe he was really about to add _the_ Scootaloo to his roster of playmates! This was too good to be true. The addition of Rainbow Dash was just icing on the cake.

"So, um…!" he spoke up, recapturing the mares' attention, "I can just, uh…y'know, come over and…?"

"Sure," Scootaloo replied with a shrug, "Knock on my door when you feel like fuckin'. Unless I got company over, ya probably won't hear me say 'no'."

Dash turned and regarded Scootaloo. "You two have discussed, _ahem_ , 'rules' for this thing, right?"

Scootaloo shook her head. "No need. Pound's already got his own rules!"

"Oh yeah?" Dash turned to the colt, "Oh that's right, because of your mom."

"Yeah, we kinda glossed over that, didn't we?"

"So what? I'm just upset we probably won't get to hear that story. I bet it's _hoooot_ …!"

"Ah, heh heh…Yeah," Pound murmured, blushing slightly at the mention of his mother, "So, uh, you guys know that y-"

"How _long_ have you been fucking my parents, anyway?" Dash said to Scootaloo, cutting Pound off.

"Uhhh…Before I could fly, at least."

"But…You started to fly only a year or two after you met them. _Holy_ shit…!"

"Hey, back then they didn't want me to-"

" _All this time!!_ Think of the hot foursomes we coulda been having!!"

"Well, so what? Whatever, dude. Your mom still knows how to roll in the sack. Just set a time and date and I'll be there."

"I _will_ , thank you very much!"

"Uh," Pound raised his hoof, trying to interject, "The…The rules, you two? I wanna make sure we-"

"I am never going to forgive you for not letting me see you with the two of them when you were still, y'know, jailbait."

"They have pictures, I think…"

"Holy shit, I need to see these. Did you take my dad back then? He's fuckin' huge!"

"Oh, you know it. Scoots never backs down from a challenge!"

"I'm gonna cum right now just thinking about this. Do we have time to fly over to Cloudsdale right fuckin' now?"

Pound slouched slightly as the two continued to squabble, slowly growing less and less aware that he was still sitting there. A frown slowly formed on his muzzle, as events of the day started to collect in his mind. Specifically, some of the things that had been said started to ruminate in the back of his head. Things were starting to get confusing.

He was going to have to talk to his mom and get a refresher course on these rules…


End file.
